Common use of Certificates; Other Information Clause in Contracts

Certificates; Other Information. The Company shall furnish to the Agent, for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, Administrative Agent for prompt further distribution to each Lender: (a) concurrently with no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b(b), a duly completed Compliance Certificate executed signed by a Responsible OfficerOfficer of the Borrower; (b) concurrently promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Restricted Subsidiaries (other than in the ordinary course of business) that could reasonably be expected to result in a Material Adverse Effect; (d) (i) together with the delivery of the financial statements referred pursuant to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (iSections 6.01(b) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the each related Compliance Certificate delivered pursuant to Section 6.02(a), (x) for a report setting forth the applicable Fiscal Year to information required by Sections 3.03(c) or 3.04(c)(i) of the extent Security Agreement or confirming that there has been no change in such matters relate to accounting are not stated in accordance information since the Closing Date or the date of the last Compliance Certificate, (y) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b) and (z) such other information required by the Compliance Certificate and (ii) together with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit delivery of the financial statements pursuant to Sections 6.01(a) and each related Compliance Certificate pursuant to Section 6.02(a), (x) a list of Subsidiaries that identifies each Subsidiary as a Material Subsidiary, Unrestricted Subsidiaries or an Immaterial Subsidiary as of the Company made date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (y) such other information required by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECCompliance Certificate; (e) [Reserved]; promptly after approval by the board of directors of the Borrower (f) promptly and and, in any event within three Business Days after the publication thereofevent, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect no later than May 31 of the Companyapplicable fiscal year), any of its Subsidiaries or any of their Indebtedness or securities; (g) to an annual budget for the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof relevant fiscal year in form customarily prepared by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Borrower; and (jf) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Company any Loan Party or any Material Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at any Lender through the request of any Lender, Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.016.01(a), (b) and (c), Section 6.02 6.02(a), or Section 6.03 6.02(c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower emails or posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are available on XXXXX or (iiiii) on which such documents are posted on the CompanyBorrower’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: (i) or upon written request by the Administrative Agent, the Borrower shall deliver paper copies (iiiwhich may be electronic) on which of such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause 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) and (iii) of this paragraph, the Company Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 Company with any such request for delivery, and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Company Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arranger will make available information and projections (collectively, “Company Materials”) to the Lenders and the L/C Issuers the Borrower Materials by posting the Company such Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Borrower Materials that may be distributed to the Public Lenders and that (w) all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Lead Arranger, the L/C Issuers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company, Borrower or its Subsidiaries Affiliates or any of their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.08); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (z) the Administrative Agent and the Lead Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution in form and detail satisfactory to each Lenderthe Agent: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on its Registered Public Accounting Firm certifying such financial statements and stating that in making the examination necessary for their certification of such financial statements, such Registered Public Accounting Firm has not obtained any knowledge of the existence of any Default or Event of Default under Section 7.15 hereof or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the Fiscal Year ended December 31, 2014), (i) whether during a duly completed Compliance Certificate signed by a Responsible Officer of the course Borrower, and in the event of its examination any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a statement of reconciliation conforming such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), GAAP and (ii) if a Default relating copy of management’s discussion and analysis with respect to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementfinancial statements; (c) promptly upon receipt thereof, copies of all final reports submitted to concurrently with the Company by independent public accountants in connection with each annual, interim or special audit delivery of the financial statements referred to in Sections 6.01(a) and (b), financial statements with respect to any Excluded Subsidiaries of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditLoan Parties; (d) promptlypromptly upon receipt, copies of all Forms 10-K and 10-Q that any detailed audit reports, management letters or recommendations submitted to the Company board of directors (or the audit committee of the board of directors) of the Borrower by its Registered Public Accounting Firm in connection with the accounts or books of the Loan Parties, or any Subsidiary may file with the SECaudit of any of them, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regularincluding, periodic or special reports (including Form 8-K) that the Company or without limitation, specifying any Subsidiary may make to, or file with, the SECInternal Control Event; (e) [Reserved]promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, 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 with any national securities exchange; (f) as soon as available, but in any event within 15 days after the end of each Fiscal Quarters of each Fiscal Year of the Borrower (commencing with the Fiscal Quarter ended June 30, 2014), an updated report of the royalty revenue summary by brand and related licensing detail with respect to the Material Licenses of the Loan Parties and any Subsidiary, as prepared on a trailing twelve month basis and including comparisons to the projected royalty revenue of the Loan Parties delivered as part of the projections set forth in Section 6.01(d) above; (g) prior to the consummation of any Permitted Acquisition, the Borrower shall provide the Agent with an updated calculation of the Loan to Value Ratio covenant as set forth in Section 7.15(b) hereof and Section 7.15(b) of the Amended and Restated Second Lien Credit Agreement; (h) as soon as available, but in any event within 15 days after the end of each Fiscal Year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Loan Parties and containing such additional information as the Agent, or any Lender through the Agent, may reasonably specify; (i) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness; (j) promptly, and in any event within three five Business Days after receipt thereof by the publication thereofBorrower, notification copies of 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 financial or other operational results of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Loan Party or any of their Indebtedness or securitiesother matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; (gk) promptly, any material amendments, modifications or waivers with respect to the extent not otherwise provided under Section 6.01 any Material Contract or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencyMaterial License; (hl) [reserved]; (i) [reserved]promptly, any Material License entered into by a Loan Party or its Subsidiary; and (jm) promptly, such additional information regarding the businessbusiness affairs, financial condition or corporate affairs operations of the Company or any SubsidiaryLoan Party, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.016.01(a) or (b), or Section 6.02 or Section 6.03 (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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Borrower shall deliver paper copies of such documents to clause the 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 Agent or such Lender and (ii) and (iii) of this paragraph, the Company Borrower shall notify the Agent (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the The 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 Company 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 Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish to the Agent, for further distribution Administrative Agent (and the Administrative Agent will promptly distribute copies of the same to each Lender:the Lenders): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bsubsection 7.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the Independent Auditor stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default or Unmatured Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(asubsection 7.1(a) and each set of quarterly statements referred to in subsection 7.1(b), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement;executed by a Responsible Officer; -81- 92 (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form Forms 10K, 10Q and 8-K) that Parent, the Company or any Subsidiary may make to, or file with, the SEC; (d) promptly from time to time, any notices (including notices of default or acceleration thereunder) received from any holder or trustee of, under or with respect to any Subordinated Debt of the Company; (e) [Reserved]forthwith upon any Qualified Refinancing, a copy of the related Qualified Indenture, certified as true and correct by the Secretary or an Assistant Secretary of the Company; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect 30 days of the Company, any end of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicableeach month, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests Borrowing Base Certificate dated as of the Company, end of such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; month and executed by a Responsible Officer (h) [reserved]; provided that (i) [reserved]the Company may deliver a Borrowing Base Certificate more frequently if it chooses and (ii) after an Event of Default shall have occurred and be continuing, the Required Revolving Lenders may request that the Company deliver Borrowing Base Certificates more frequently); and (jg) promptly, such additional information regarding the business, financial or corporate affairs of Parent, the Company or any Subsidiary, or compliance with the terms of any Loan Document, Subsidiary as the Administrative Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on its independent certified public accountants certifying such financial statements and stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate and the statements contained therein may be limited in form, scope and substance to the extent required by auditing accounting rules or guidelines in effect from time to time and to the extent delivery of any such certificate is permitted pursuant to such rules or guidelines) that in making the examination necessary therefor no knowledge was obtained of any Default existed as of the date of such statements or, if any such Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.10, a statement of reconciliation conforming such financial statements to GAAP and (ii) if a Default relating to accounting matters has come to its attention, specifying certificate of the nature and chief financial officer of the Borrower describing in reasonable detail (including amounts) all Acquisitions consummated in such period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a7.03(f) for the applicable Fiscal Year and all Investments in Foreign Subsidiaries, Joint Ventures and other minority interests during such period made pursuant to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementSection 7.03(g); (c) promptly upon receipt thereofafter any request by the Administrative Agent or any Lender, copies of all final reports any detailed audit reports, management letters or recommendations submitted to the Company board of directors (or the audit committee of the board of directors) of any Loan Party by independent public accountants in connection with each annualthe accounts or books of any Loan Party or any Subsidiary, interim or special any audit of the financial statements any of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditthem; (d) promptlypromptly after the same are available, copies of all Forms 10-K and 10-Q that each annual report, proxy or financial statement or other report or communication sent to the Company or any Subsidiary may file with stockholders of the SECBorrower, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and annual, regular, periodic or and special reports (including Form 8-Kand registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) that of the Company or any Subsidiary may make toSecurities Exchange Act of 1934, or file withwith any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the SECAdministrative Agent pursuant hereto; (e) [Reserved]promptly after the furnishing or receipt thereof, (i) copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Material Debt Document (relating to Material Debt incurred under Section 7.02(c) or (d)) and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02, and (ii) copies of all notices, requests, demands, waivers, forbearances and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any Material Debt Document with respect to any event, development or circumstance that could be adverse in any material respect (including the occurrence of any default) to (A) the Borrower, any Material Subsidiaries or the Borrower and its Subsidiaries taken as a whole or (B) the rights, interests and remedies of the Secured Parties under any of the Loan Documents; and, from time to time upon request by the Administrative Agent, such information and reports regarding such Material Debt Document as the Administrative Agent may reasonably request; (f) as soon as available and in any event within 30 days after the end of each fiscal year, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; (g) promptly and in any event within three five Business Days after receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the publication thereof, notification SEC (or comparable agency in any applicable non- U.S. jurisdiction) concerning any formal investigation or other formal inquiry by such agency regarding financial or other operational results of any changes Loan Party or any of its Subsidiaries; (h) promptly after the date hereof in receiving any rating given by S&P, Xxxxx’x, Fitch written notice of any Environmental Action against any Loan Party or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company Loan Party or any of its Subsidiaries setting forth obtaining knowledge of any noncompliance by any Loan Party or relating to the Company’s and any of its Subsidiaries’ operations Subsidiaries with any Environmental Law or Environmental Permit that may could reasonably be expected to (i) have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be materially adverse subject to the interests any material restrictions on occupancy or use or to be subject to any restrictions on ownership or transferability under any Environmental Law, copies of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]notice; (i) [reserved]as soon as available and in any event within 30 days after the end of (A) each fiscal year, a report supplementing Schedules 5.08(c) and 5.13 hereto, including an identification of (1) all owned real property of the type described in Section 5.08(c) disposed of for $10,000,000 or more by the Borrower or any of its Subject Subsidiaries during such fiscal year (including the street address, county or other relevant jurisdiction, state and sales prices thereof, (2) all owned real property acquired for $10,000,000 or more of the type described in Section 5.08(c) during such fiscal year (including the street address, county or other relevant jurisdiction, state, record owner, and purchase price thereof) and (3) a description of such other changes, if any, in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (B) each fiscal quarter, amendments to each Schedule referred to in Section 10 of the Security Agreement to add any additional information or change any information required to ensure the representations and warranties contained therein are true and correct in all material respects; and (j) promptly, such additional information regarding the business, financial financial, legal or corporate affairs of the Company any Loan Party or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(d) (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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the each Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Borrower shall deliver paper copies of such documents to clause 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) and (iii) of this paragraph, the Company Borrower shall notify (which may be by facsimile or by customary electronic mailor internet postings) the Administrative Agent and each Lender of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(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 Company 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 Company Borrower hereby acknowledges that (a) the Administrative Agent will and/or the Arrangers will, subject to Section 10.08, make available to the Lenders and the L/C Issuers materials and/or information and projections provided by or on behalf of the Borrower hereunder (collectively, the “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” ”, the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Borrower or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.08); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public LenderInvestor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderInvestor”.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, for further distribution to Administrative Agent and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 5.1(a) and Section 6.01(b)5.1(b) above, (i) a Compliance Certificate executed by certificate of a Responsible Officer substantially in the form of Schedule 5.2(a)(i) stating that, to the best of such Responsible Officer;’s knowledge, none of the Credit Parties has obtained knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail (A) required to indicate compliance with Section 5.9 as of the last day of such period and (B) determining the Senior Leverage Ratio as of the last day of such period to the extent the Senior Leverage Ratio meets the Senior Leverage Ratio Target and (ii) a Collateral Value Report substantially in the form of Schedule 5.2(a)(ii). (b) concurrently with or prior to the delivery of the financial statements referred to in Section 6.01(a)Sections 5.1(a) and 5.1(b) above, a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during an updated copy of Schedule 3.12 if the course Borrower or any of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to Subsidiaries has formed or acquired a new Subsidiary since the extent required by auditing rules Closing Date or guidelines)since Schedule 3.12 was last updated, as applicable and (ii) an updated copy of Schedule 3.24 if any new Material Contract has been entered into since the Closing Date or since Schedule 3.24 was last updated, as applicable, together with a Default relating to accounting matters has come to its attention, specifying the nature and period copy of existence thereof each new Material Contract and (iii) stating whether an updated copy of Schedule 3.25 if the Borrower or not, based on any of its audit examination, anything Subsidiaries has come to its attention that causes them to believe that altered or acquired any insurance policies since the matters set forth Closing Date in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementany material respect; (c) promptly upon receipt thereofwithin ninety (90) days after the end of each fiscal year of the Borrower, copies a certificate containing information regarding the amount of all final reports submitted to Asset Dispositions and acquisitions that were made during the Company by independent public accountants prior fiscal year and amounts received in connection with each annual, interim or special audit of any Recovery Event during the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit;prior fiscal year; and (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, for itself or at the request on behalf of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, for further distribution Administrative Agent (which shall make available such items to each Lender:the Lenders): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b6.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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 (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to the professional standards and customs of their profession); (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)6.1, (i) a certificate of a Responsible Officer stating that, to the Independent Auditor that reported on best of such financial statements stating (i) whether Responsible Officer’s knowledge, the Borrower during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) containing all information and calculations necessary for determining compliance by the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance Borrower and its Subsidiaries with the terms provisions of this AgreementAgreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be; (c) promptly upon receipt thereofwithin five (5) Business Days after the same are sent, copies of all final reports submitted that the Borrower sends to the Company by independent holders of any class of its public accountants in connection equity securities and, within five (5) Business Days after the same are filed, copies of all registration statements, SEC Reports and other material reports that the Borrower may file with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditSEC; (d) promptlyconcurrently with the delivery thereof or promptly after receipt thereof, copies a copy of all Forms 10-K and 10-Q that notices of default by the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECBorrower under either Indenture; (e) [Reserved]; (f) promptly following any request therefor, provide information and in any event within three Business Days after documentation reasonably requested by the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Administrative Agent or any Lender for purposes of their Indebtedness or securities; (g) to compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by PATRIOT Act and the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Beneficial Ownership Regulation; and (jf) promptly, such additional financial and other information regarding (including any bondable capacity reports or information then available) as any Lender may, through the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, for further distribution Administrative Agent (which shall make available such items to each Lender:the Lenders): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b6.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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 (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to the professional standards and customs of their profession); (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)6.1, (i) a certificate of a Responsible Officer stating that, to the Independent Auditor that reported on best of such financial statements stating (i) whether Responsible Officer’s knowledge, the Borrower during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) containing all information and calculations necessary for determining compliance by the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance Borrower and its Subsidiaries with the terms provisions of this AgreementAgreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be; (c) promptly upon receipt thereofwithin five Business Days after the same are sent, copies of all final reports submitted that the Borrower sends to the Company by independent holders of any class of its public accountants in connection equity securities and, within five Business Days after the same are filed, copies of all registration statements, SEC Reports and other material reports that the Borrower may file with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditSEC; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file concurrently with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic delivery thereof or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to all notices of default by the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Borrower under either Indenture; and (je) promptly, such additional financial and other information regarding (including any bondable capacity reports or information then available) as any Lender may, through the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the AgentHolder, for further distribution in form and detail satisfactory to each LenderHolder: (a) concurrently not later than 90 days after the end of each fiscal year, a certificate of the Registered Public Accounting Firm stating that in making the examination necessary of the financial statements delivered pursuant to Section 2.01(a) of this Appendix A no knowledge was obtained of any Default under the financial covenants set forth in Sections 3.13 and 3.14 of this Appendix A, except as specified in such certificate; (b) not later than 90 days after the end of such fiscal year with the delivery of respect to the financial statements referred to in Section 6.01(a2.01(a) of this Appendix A and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently not later than 45 days after the end of such fiscal quarter with the delivery of respect to the financial statements referred to in Section 6.01(a)2.01(b) of this Appendix A, a certificate duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters Borrower (which certificate may delivery may, unless Holder requests executed originals, be limited by electronic communication including fax or email and shall be deemed to the extent required by auditing rules or guidelinesbe an original authentic counterpart thereof for all purposes), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereofafter the same are filed, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic periodical or special reports (including Form 8-K) that which the Company REIT or any Subsidiary the Borrower may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries SEC or any of their Indebtedness successor or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]similar Governmental Authority; and (jd) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any SubsidiarySubsidiary or other information, or compliance with the terms of any Loan Documentthis Installment Note, as the Agent, for itself or at the request of any Lender, Holder may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 2.01 or Section 6.03 2.02 of this Appendix A may be delivered electronically electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower or the REIT posts such documents documents, or provides a link thereto thereto, on the CompanyBorrower’s website on the Internet internet at the website address listed on Schedule 10.02; or 2.02 of this Appendix A (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored as may be updated by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxxBorrower from time to time upon prior written notice to Holder); provided that, with respect to clause (ii) and (iii) of this paragraph, that the Company Borrower shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its deliver paper copies of such documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) documents to Holder upon its request to the Lenders Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderHolder.”

Certificates; Other Information. The Company shall will furnish to the Agent, for further distribution to each Lender, through the Administrative Agent: (a) concurrently with the delivery of the its financial statements referred to in Section 6.01(a) and Section 6.01(b10.1(a), a Compliance Certificate executed certificate of the independent certified public accountants certifying such financial statements, to the extent available pursuant to the policies and procedures of such independent certified public accountants, stating that in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default with respect to Section 11.1, except as specified in such certificate (which certificate may be limited by a Responsible Officerapplicable accounting rules or guidelines); (b) concurrently with the delivery of the its financial statements referred to in Section 6.01(a10.1(a) and (c), a certificate of a Responsible Officer of the Independent Auditor that reported on Company, substantially in the form of Exhibit M (Form of Compliance Certificate), and, if such financial statements stating (i) whether during certificate demonstrates an Event of Default of the course covenant contained in Section 11.1, the Company may deliver, together with such certificate, a notice of its examination intent to cure (a “Notice of Intent to Cure”) such financial statements it obtained knowledge Event of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement12.2; (c) promptly upon receipt thereofwithin five days after the same are sent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that which the Company or any Subsidiary of its Subsidiaries and Revlon sends to holders of its publicly traded debt or equity securities, and within five days after the same are filed, copies of all financial statements and reports (including copies of all registration statements, proxy statements and regular and periodic reports, if any) which any of such Persons may make to, or file with, the SECSecurities and Exchange Commission or any successor thereto; (d) within 10 days following the last day of each fiscal quarter of the Company (commencing with the fiscal quarter ended June 30, 2011), a schedule listing (i) all Subsidiaries of the Company as of the last day of the fiscal quarter most recently ended, (ii) all Subsidiaries of the Company which have been acquired or created during the fiscal quarter then ended and (iii) all Persons which have ceased to be Subsidiaries of the Company during such prior fiscal quarter of the Company; and (e) [Reserved]; (f) promptly and in any event within three Business Days after at least 10 days prior to the publication issuance thereof, notification a certificate of a Responsible Officer of the Company as to the issuance of any changes after the date hereof in any rating given letter of credit permitted by S&PSection 11.2(m), Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; which certificate shall include (i) [reserved]; and the amount of such letter of credit (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided thatincluding, with respect to clause any such letter of credit that is denominated in a currency other than Dollars, the Equivalent in Dollars thereof), (ii) and the stated expiry date thereof, (iii) of this paragraph, the Company shall notify issuer thereof and (which may be by facsimile or electronic mailiv) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 beneficiary thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company Borrower shall furnish to the Agent, for further distribution to Agent and each Lender: (a) concurrently together with the each delivery of the financial statements referred pursuant to in Section 6.01(asubsections 4.1(a) and Section 6.01(b(b) (to the extent delivered for a month ending on the last day of a fiscal quarter), (i) a Compliance Certificate executed management report, in reasonable detail, signed by the chief financial officer of the Borrower, describing the operations and financial condition of the Credit Parties and their Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) a Responsible Officerreport setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 4.2(e) and discussing the reasons for any significant variations; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(asubsections 4.1(a) and 4.1(b) (to the extent ending on the last day of a fiscal quarter), a certificate fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required Borrower by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementResponsible Officer; (c) promptly after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority; (d) (i) concurrently with the delivery of the financial statements pursuant to subsection 4.1(b) and (ii) not later than two (2) Business Days prior to the consummation of an Acquisition (whether or not such Acquisition is to be financed, in whole or in part, with proceeds of Loans) an Availability Certificate executed on Borrower’s behalf by a Responsible Officer, as at the end of the most-recently ended fiscal month or as at such other date as the Agent may reasonably require; (e) as soon as available and in any event no later than the last day of each fiscal year of the Borrower, projections of the Credit Parties (and their Subsidiaries’) consolidated and consolidating financial performance for the forthcoming three fiscal years on a year by year basis, and for the forthcoming fiscal year on a month by month basis; (f) promptly upon receipt thereof, copies of all final any reports submitted to by the Company by independent certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of the Company any Credit Party made by such accountants, including the any comment letter letters submitted by such accountants to management of any Credit Party in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securitiesservices; (g) from time to time, if the Agent determines that obtaining appraisals is necessary in order for the Agent or any Lender to comply with applicable laws or regulations or if the Agent determines in its good faith credit judgment that obtaining such appraisals is important in connection with the administration of the credit facility established pursuant to this Agreement, and at any time if an Event of Default shall have occurred and be continuing, the Agent may, or may require the Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by Agent stating the Company then current fair market value of all or any Subsidiary, as applicable, a copy portion of the real or personal property of any written communication addressed to the Company Credit Party or any Subsidiary of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencyCredit Party; (h) [reserved]Borrower, at its own expense, shall deliver to Agent such appraisals of its assets as Agent may request at any time after the occurrence and during the continuance of an Event of Default, such appraisals to be conducted by an appraiser, and in form and substance reasonably satisfactory to Agent; (i) [reserved]together with each delivery of any Compliance Certificate pursuant to clause (b) above, a summary of the outstanding balances of all intercompany Indebtedness for the Credit Parties and their Subsidiaries as of the last day of the fiscal quarter covered by such Financial Statements, certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements; and (j) promptly, such additional information regarding the business, financial or financial, corporate affairs of the Company or any Subsidiaryaffairs, or compliance with the terms of any Loan Document, perfection certificates and other information as the Agent, for itself or at the request of any Lender, Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution in form and detail reasonably satisfactory to each Lenderthe Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 7.01(a) and Section 6.01(b(b), (i) a duly completed Compliance Certificate executed signed by a director, the chief executive officer, chief financial officer, treasurer or controller which is a Responsible OfficerOfficer of the Borrower, including (A) information regarding the amount and timing of all Dispositions, Involuntary Dispositions, Debt Issuances, Extraordinary Receipts and Acquisitions that occurred during the period covered by such Compliance Certificate, (B) a certification as to whether the Loan Parties and their respective Subsidiaries have performed and observed each covenant and condition of the Loan Documents applicable to it during the period covered by the Compliance Certificate (or, if not, a listing of the conditions or covenants that have not been performed or observed and the nature and status of each such Default), (C) a certification of compliance with the financial covenants set forth in Sections 8.16 and 8.17, including financial covenant analyses and calculation for the period covered by the Compliance Certificate, (D) a listing of (I) all applications by any Loan Party, if any, for Copyrights, Patents or Trademarks made since the date of the prior certificate (or, in the case of the first such certificate, the Effective Date), (II) all issuances of registrations or letters on existing applications by any Loan Party or any of their Subsidiaries for Copyrights, Patents and Trademarks received since the date of the prior certificate (or, in the case of the first such certificate, the Effective Date), (III) all licenses of any IP Rights (other than non-exclusive licenses permitted by Section 8.05 granted in the ordinary course of business) entered into by any Loan Party or any of their Subsidiaries since the date of the prior certificate (or, in the case of the first such certificate, the Effective Date) and (IV) such supplements to Schedules 6.17(a), 6.17(b), 6.17(d), 6.17(e) and 6.22, in each case, to the Disclosure Letter as are necessary to cause such schedules to be true and complete as of the date of such certificate, (E) the insurance binder or other evidence of insurance for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements, (F) information regarding the deposit accounts and other bank accounts and securities accounts of the Loan Parties and their Subsidiaries as of the end of the period covered by such Compliance Certificate and (G) information regarding all Investments made by the Loan Parties and their Subsidiaries pursuant to Sections 8.02(c)(ii) as of the end of the period covered by such Compliance Certificate, (ii) a copy of management’s discussion and analysis with respect to such financial statements, (iii) a list of all litigations, arbitrations or governmental investigations or proceedings which were instituted during the period covered by such financial statements or which, to the knowledge of any Loan Party, are threatened (in writing) against any Loan Party or any Subsidiary which, in any case, could reasonably be expected to result in losses and/or expenses (other than, for the avoidance of doubt, legal and court fees, costs and expenses) in excess of the Threshold Amount, together with a description setting forth the details thereof and stating what action the applicable Loan Party or Subsidiary has taken and proposes to take with respect thereto and (iv) information regarding, in each case, to the extent occurring during the period covered by such financial statements, (A) the termination of any Material Contract, (B) the receipt by any Loan Party or any of its Subsidiaries of any notice under any Material Contract (and a copy thereof) as to the occurrence of any material breach or default under or pursuant to such Material Contract that could result in termination thereof or a material liability in respect thereof, (C) the entering into of any new Material Contract by a Loan Party or any of its Subsidiaries (and a copy thereof) or (D) any material amendment to a Material Contract (and a copy thereof); (b) concurrently with as soon as available, and in any event within forty-five (45) days after the delivery end of each fiscal year of the financial Borrower, (i) the annual budget (or equivalent) and forecast (or equivalent) of the Borrower and its Subsidiaries, on a consolidated basis, approved by the Board of Directors of the Borrower for the then current fiscal year and forecast period as then prepared by the Borrower, in each case together with such supporting materials as are required by the Administrative Agent and in form reasonably satisfactory to the Administrative Agent, comprising the balance sheets, statements referred to in Section 6.01(a), of income or operations and statements of cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current fiscal year and on an annual basis for the forecast period and (ii) a certificate of the Independent Auditor chief financial officer of the Borrower certifying that reported (A) such budget and forecast were prepared by the Borrower in good faith, (B) the Borrower had at the time of preparation of the budget and forecast, and at all times thereafter (including on such financial statements stating (i) whether during and as of the course date of its examination delivery to the Administrative Agent of such financial statements it obtained knowledge budget and forecast) has continued to have, a reasonable basis for all of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature assumptions contained in such budget and period of existence thereof forecast and (iiiC) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated budget and forecast were prepared in accordance with the terms of this Agreementwith, and based upon, such assumptions; (c) promptly upon receipt thereofafter the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent to the equityholders of any Loan Party, (ii) copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim regular, periodic and special reports and registration statements which a Loan Party may file or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants be required to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic SEC under Section 13 or special reports (including Form 8-K15(d) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the CompanySecurities Exchange Act of 1934, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent and not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered to the Administrative Agent pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) hereto and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of each Form S-1 Registration Statement filed with the documents referred to above, SEC (together with all exhibits 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure electronic system (the “Platform”amendments thereto) and (b) certain of all related material correspondence with 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”SEC;

Certificates; Other Information. The Company shall furnish Furnish to the AgentAdministrative Agent on behalf of each Lender, for further distribution or, in the case of clause (d), to each the relevant Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b5.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no Default or Event of Default has occurred and is continuing, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)5.1, (i) a certificate of a Responsible Officer of the Independent Auditor that reported on Borrower stating that, to the best of such financial statements stating (i) whether Responsible Officer’s knowledge, each Loan Party during the course such period has observed or performed all of its examination 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 no Default or Event of Default has occurred and is continuing except as specified in such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) containing all information and calculations necessary for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance determining compliance with the terms provisions of this AgreementAgreement referred to therein as of the last day of the fiscal quarter or fiscal year of BSPRT, as the case may be; (c) promptly upon receipt thereof(i) within five Business Days after the same are sent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountantscopies, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptlycopies sent electronically, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company BSPRT sends to the holders of any class of its shareholders and debt securities or public equity securities and, within five Business Days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary BSPRT may make to, or file with, the SEC; ; and (eii) [Reserved]; (f) promptly and in any event within three five Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, copies of all written correspondence received from the SEC concerning any material investigation or delivery thereof by the Company inquiry regarding financial or any Subsidiary, as applicable, a copy other operational results of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Loan Party; and (jd) promptly, such additional information regarding the business, financial or legal, financial, corporate affairs or assets of the Company any Loan Party or any Subsidiarya Subsidiary of a Loan Party, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself or at the request of any Lender, Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent (and the Administrative Agent shall make the same available to the Lenders), in form and detail satisfactory to the Administrative Agent, for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer[reserved]; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 7.01(a) and (b), a certificate duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Independent Auditor Borrower (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 state, among other things, that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained Responsible Officer has no knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Event of Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementexcept as specified therein; (c) promptly upon receipt thereofafter the same are available, copies of all final reports submitted each annual report, proxy or financial statement or other report or communication sent to the Company by independent public accountants in connection with each equityholders of the Borrower or any Subsidiary, and copies of all annual, interim regular, periodic and special reports and registration statements which the Borrower or special audit any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the financial statements Securities Exchange Act of 1934, and not otherwise required to be delivered to the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditAdministrative Agent pursuant hereto; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file concurrently with the SEC, all delivery of the financial statements referred to in Section 7.01(a), a report signed by a Responsible Officer of the Borrower that supplements Schedule 6.17 to this Agreement such that, as supplemented, such schedule would be accurate and reports complete as of such date (and if no supplement is required to cause such schedule to be accurate and complete as of such date, then the Borrower shall not be required to deliver such a report) (it being understood and agreed that such report (if any) may be included in the Company sends to its shareholders and copies of all other Compliance Certificate delivered in connection with financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECreferred in Section 7.01(a)); (e) [Reserved]promptly after any written request by the Administrative Agent, 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 Borrower by independent accountants in connection with the accounts or books of the Borrower, or any audit of any of the Borrower; (f) promptly promptly, and in any event within three 10 Business Days after receipt thereof by the publication thereofBorrower or any Subsidiary, notification copies of any changes after each notice or other correspondence received from the date hereof SEC (or comparable agency in any rating given applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by S&P, Xxxxx’x, Fitch such agency regarding financial or A.M. Best in respect other operational results of the Company, any of its Subsidiaries Borrower or any of their Indebtedness or securitiesSubsidiary, in each case, that are required to be publicly disclosed pursuant to applicable law; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02promptly following any written request therefor, promptly upon receipt thereof, or delivery thereof information and documentation reasonably requested by the Company Administrative Agent or any SubsidiaryLender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, as applicableincluding, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to USA PATRIOT Act and the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Beneficial Ownership Regulation; and (jh) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself or at the request of any Lender, Administrative Agent may from time to time reasonably requestrequest in writing in order to allow it to determine compliance with the Loan Documents. Documents required to be delivered pursuant to Section 6.01, Section 6.02 7.01(a) or 7.01(b) or Section 6.03 7.02(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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; 11.02 or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 ); provided, that, the Borrower shall deliver paper copies of such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide 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 electronic mail electronic versions (i.e., soft copies) of the Administrative Agent or such documentsLender. Except for Compliance Certificates, the 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 Company 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 Company Borrower hereby acknowledges that (a) the Administrative Agent will may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks Debt Domain, DebtX, IntraLinks, Syndtrak or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish to the Agent, with sufficient copies for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bsubsection 7.01(a), a Compliance Certificate executed by certificate of a Responsible OfficerOfficer stating that no knowledge was obtained of any Default or Event of Default relating to financial matters, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(asubsections 7.01(a) and (b), a certificate Compliance Certificate executed on behalf of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required Company by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementResponsible Officer; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annualextent not previously provided pursuant to subsection 7.01(a) or (b) above, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies and in any event within 15 days of all Forms 10-K and 10-Q that the Company or any Subsidiary may file filing with the SEC, copies of all financial statements and reports that the Company sends to its shareholders stockholders generally, and copies of all other financial statements and regular, periodic periodical or special reports reports, if any, (including Form Forms 10-K, 10-Q and 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; provided, that the Company shall also deliver its Forms 10-K and 10-Q concurrently with the delivery of the corresponding financial statements referred to in subsections 7.01 (a) and (b); (d) concurrently with the filing of the Company's Form 10-K (commencing with the filing of the Company's Form 10-K for the fiscal year ending on or about May 31, 2000), projections, in form and detail reasonably satisfactory to the Agent and the Majority Lenders containing projected financial information on a quarterly basis for such fiscal year and projected financial information on an annual basis through the fiscal year ending on or about May 31, 2004; (e) [Reserved]; (f) promptly promptly, and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect one year of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicableClosing Date, a copy of any written communication addressed to a file stamped UCC termination statement, terminating all UCC financing statements on file with the Company or any of its Subsidiaries setting forth or relating to the Company’s as debtor and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best Ssangyong or any other rating agency; (h) [reserved]; (i) [reserved]of its affiliates as secured party; and (jf) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, Subsidiary as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the AgentAdministrative Agent and each Lender (or, for further distribution in the case of clause (d), to each the relevant Lender:): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, a certificate of a Responsible Officer of the Borrower (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.1 and (iii) 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 6.01(a) and Section 6.01(b)3.1 and, a Compliance Certificate executed by a Responsible Officerif any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (b) concurrently with within 10 days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting same are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereofsent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company Borrower sends to the holders of any class of its shareholders and debt securities or public equity securities and, within 10 days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary Borrower may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and , except, in any event within three Business Days after the publication thereofeach case, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise such financial statements or reports have already been provided under pursuant to Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]5.1; and (jc) reasonably promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents Any information required to be delivered furnished pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, 5.2 shall be deemed to have been delivered on furnished if the date (i) on which Borrower shall have made such materials available to the Company posts such documents or provides a link thereto on Administrative Agent, including by electronic transmission, within the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, time periods specified therefor and pursuant to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored procedures approved by the Administrative Agent) , or (iii) on which by filing such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent materials by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, transmission with the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, Securities 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderExchange Commission.”

Certificates; Other Information. The Company shall furnish to the Agent, for further distribution to each LenderHolders: (a) concurrently with the delivery of the annual financial statements referred to in Section 6.01(a) and Section 6.01(b7.1(b)(i), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) of Section 6.01(a7.1(b), a compliance certificate in a form reasonably satisfactory to the Holders (each, a “Compliance Certificate”), under which a Responsible Officer certifies on behalf of the Independent Auditor Credit Parties that reported on no Default or Event of Default has occurred or is continuing, except as specified in such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementcertificate; (c) promptly after the same are sent, copies of all financial statements and reports which any Credit Party sends to holders of its Equity Interests; and to the extent not publicly filed and available as part of the Company Public Disclosure Record, promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which any Credit Party may make to, or file with, the Commission or any successor or similar Governmental Authority; (d) no later than thirty (30) days after the Restatement Closing Date, the CRO presented to the representatives of the Purchasers the proposed turnaround plan, as prepared and approved by the CRO in accordance with Section 7.21. The CRO shall update the Turnaround Plan in his or her reasonable discretion, but no less frequently than every four (4) weeks, with the oversight of the board of directors of the Company, provided that such updated Turnaround Plan must be delivered to the Purchasers no later than five (5) days (or such later date agreed upon by the Holders) prior to the implementation thereof and shall be subject to the Gotham Purchasers’ approval in accordance with Section 7.21, and the CRO shall present each such update to the Turnaround Plan in person or by telephonic conference to representatives of the Holders prior to the implementation thereof; (e) together with each delivery of financial statements pursuant to Section 7.1(b), a management report, in reasonable detail, signed by a Responsible Officer of the Credit Parties, describing the operations and financial condition of Credit Parties and the Subsidiaries for the Fiscal Quarter then ended (or for the Fiscal Year then ended in the case of annual financial statements), and together with each delivery of financial statements pursuant to Section 7.1(b), a report discussing the reasons for any significant variations from projections for the period covered thereby or the same period in the prior Fiscal Year; (f) promptly upon receipt thereof, copies of all final any written reports submitted to by the Company by independent Company’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of the Company Credit Parties and the Subsidiaries made by such accountants, including the any comment letter letters submitted by such accountants to management of such Person in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securitiesservices; (g) prompt notice of any material actual or (if reasonably certain) proposed working capital adjustment to the extent not otherwise provided under Section 6.01 be paid by a Credit Party or Section 6.02other material purchase price adjustment, promptly upon receipt thereofescrow, indemnification or other similar determinations or claims against, or delivery thereof by the Company or material payments in respect of such matters by, any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency;Credit Party; and (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial financial, corporate (or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, other organizational) and other information as the Agent, for itself or at the request of any Lender, Holders may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so deliveredwithin a reasonable period after such request, shall be deemed to have been delivered on taking into account the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent nature of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lenderrequest.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, Administrative Agent for further distribution delivery to each Lender:Xxxxxx (and the Administrative Agent agrees to make and so deliver such copies): (a) concurrently with the delivery of the financial statements and reports referred to in Section 6.01(asubsections 6.1(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a6.1(b), a certificate signed by a Responsible Officer of the Independent Auditor that reported on such financial statements stating Borrower (i) whether stating that, to the best of such Responsible Officer’s knowledge, the Borrower and its Subsidiaries during the course such period has observed or performed all of its examination of covenants and other agreements, 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 financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default, except, in each case, as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (ib) [reserved]; (c) 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; (d) 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 (je) subject to the last sentence of subsection 6.6, promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the Administrative Agent may reasonably request of any Lender, may in writing from time to time reasonably requesttime. Documents required to be delivered pursuant to Section 6.01, Section 6.02 subsection 6.1 or Section 6.03 this subsection 6.2 may at the Borrower’s option be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s (or Holding’s or any Parent’s) website on the Internet at the website address listed on Schedule 10.026.2 (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 CompanyBorrower’s (or Holding’s or any Parent’s) behalf on IntraLinks/IntraAgency an Internet or another relevant website, if any, 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) or (iii) on which ). Following the electronic delivery of any such documents are made publicly available at xxx.xxx.xxx; provided that, by posting such documents to a website in accordance with respect to clause the preceding sentence (ii) and (iii) other than the posting by the Borrower of this paragraphany such documents on any website maintained for or sponsored by the Administrative Agent), the Company Borrower shall notify the Administrative Agent of such delivery (which notice may be by facsimile or electronic mail) and the Agent of the posting of any electronic location at which such documents andmay be accessed; provided that, solely with respect to clause (ii), provide to in the Agent by electronic mail electronic versions (i.e., soft copies) absence of such documents. Except for Compliance Certificatesbad faith, the Agent failure to provide such notice 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, constitute a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderDefault hereunder.”

Certificates; Other Information. The Company shall furnish Furnish to the AgentAdministrative Agent and each Lender, for further distribution or, in the case of clause (f) below, to each the relevant Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b6.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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 (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)6.1, (i) a certificate of a Responsible Officer of the Independent Auditor Parent Borrower stating that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating to accounting matters has come to its attention, specifying compliance certificate of a Responsible Officer of the nature Parent Borrower containing all information and period calculations necessary for determining compliance by the MLP and each Borrower with Section 5 of existence thereof and (iii) stating whether this Agreement as of the last day of the Fiscal Quarter or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to of the extent MLP or such matters relate to accounting are not stated in accordance with Borrower, as the terms of this Agreementcase may be; (c) promptly upon receipt thereofwithin five days after the same are sent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company MLP, any Borrower or any of their respective Subsidiaries sends to the holders of any class of its shareholders and debt securities or public equity securities and, within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company MLP, any Borrower or any Subsidiary of their respective Subsidiaries may make to, or file with, the SEC; (ed) [Reserved]; (f) promptly as soon as possible and in any event within three Business Days after the publication ten days of obtaining knowledge thereof, notification notice of any changes after the date hereof in any rating given by S&Pdevelopment, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereofevent, or delivery thereof by condition that, individually or in the Company aggregate with other developments, events or any Subsidiaryconditions, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may could reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]result in a Material Adverse Effect; and (je) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company Borrower shall furnish to the Agent, for further distribution Agent (which shall make the same available to each Lenderthe Lenders) by Electronic Transmission: (a) commencing with the Fiscal Quarter ending on or about September 30, 2017, together with each delivery of financial statements pursuant to Sections 4.1(a), 4.1(b) and 4.1(c), comparisons with the corresponding figures for the previous Fiscal Year and with the annual budget for applicable period; (b) commencing with the Fiscal Quarter ending on or about September 30, 2017, concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 4.1(a) and Section 6.01(b)4.1(b) above, a duly completed certificate in the form of Exhibit 4.2(b) (a “Compliance Certificate executed Certificate”) certified on behalf of Holdings, the Borrower and their Subsidiaries by a Responsible Officer; (b) concurrently with the delivery Officer of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementBorrower; (c) promptly upon receipt thereofafter the same are sent but without duplication of any other deliveries required to be made to the Agent and the other Lenders hereunder, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make filings which such Person makes to, or file files with, the SECSecurities and Exchange Commission or any successor Governmental Authority; (d) not later than 45 days after the last day of each Fiscal Year of Holdings, an annual budget and projections of Holdings’ and its Subsidiaries’ consolidated financial performance for the then-current Fiscal Year on a month-by-month basis; (e) [Reserved];promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of its Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Agent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8) and copies of all financial statements, proxy statements, notices of defaults, and reports, in each case, that Holdings or any of its Subsidiaries shall send or otherwise make available to the holders of any publicly issued debt of Holdings and/or any of its Subsidiaries, in their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Agent pursuant to this Agreement); and (f) promptly and in any event within three Business Days after following the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Agent’s or any of their Indebtedness or securities; (g) Lender’s reasonable written request therefor, solely to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed readily available to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptlyCredit Parties, such additional financial information related to this Section 4.2 or Section 4.3 regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, Credit Parties as the Agent, for itself Agent or at the request of any Lender, such Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided thatthat the Credit Parties shall not be obligated to provide such information to the extent such disclosure, with respect to clause (ii) and (iii) of this paragraphwould, in the Company shall notify (which may be by facsimile or electronic mail) the Agent good faith determination of the posting of any such documents andCredit Parties, solely with respect to clause (ii)violate attorney-client privilege or applicable confidentiality requirements, provide to the Agent constitutes attorney work product or trade secrets or proprietary information or otherwise prohibited by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the Agent shall have no obligation to request the delivery law or to maintain copies of the documents 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lenderfiduciary duty from disclosing.”

Certificates; Other Information. The Company shall furnish Furnish to the AgentAdministrative Agent and each Lender (or, for further distribution in the case of clause (e), to each the relevant Lender:): (a) concurrently with the delivery of the annual and quarterly financial statements referred pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in Section 6.01(asuch certificate and (ii) and Section 6.01(b), a Compliance Certificate executed containing all information and calculations necessary for determining compliance by a Responsible Officerthe Borrower with Sections 7.1(a), (b), (c) and (d) as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be; (b) concurrently with the delivery of the annual and quarterly financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) 6.1, 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 applicable Fiscal Year period from the beginning of the then current fiscal year to the extent end of such matters relate fiscal quarter, as compared to accounting are not stated in accordance with the terms comparable periods of this Agreementthe previous year; (c) promptly upon following receipt thereof, copies of all final reports submitted (i) any documents described in Section 101(k) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Company by independent public accountants in connection with each annual, interim relevant Group Member or special audit ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the financial statements applicable Multiemployer Plan, then, upon reasonable request of the Company made by Administrative Agent, such accountants, including Group Member or the comment letter submitted by ERISA Affiliate shall promptly make a request for such accountants to management in connection with their annual audit;documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices promptly after receipt thereof; and (d) promptlywithin a reasonable period of time, copies of all Forms 10-K such additional financial and 10-Q that other information (not including reports and other materials to the Company or any Subsidiary may file extent filed with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or as any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents In lieu of furnishing the Administrative Agent and each Lender with discussion and analysis referred to in Section 6.2(b) above, the Borrower may make available its annual report on Form 10-K or its quarterly report on Form 10-Q, as applicable, in each case containing a Management’s Discussion and Analysis of Financial Condition and Results of Operations as required by such form, on the Borrower’s website at xxx.xxxxxxxxxxxx.xxx, at xxx.xxx.xxx or at such other website as notified to be delivered pursuant to Section 6.01the Administrative Agent and the Lenders, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, which shall be deemed to have been delivered on satisfied the date (i) on which the Company posts requirements of furnishing such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender discussion and the Agent have access (whether a commercial, third-party website or whether sponsored analysis required by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (iiSection 6.2(b), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to each Agent and each Lender, or, in the case of clause (i), to the Agent, for further distribution to each relevant Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b6.1(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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 (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(b) and (c), (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it on or before such date, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate stating that to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it on or before such date, and containing all information and calculations necessary for determining compliance by the Group Members with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the US Borrower, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, in writing, a listing of any county, state, territory, province, region or any other jurisdiction, or any political subdivision thereof within the United States of America, Canada or otherwise where any Loan Party keeps material inventory or equipment and of any registered Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any financing statements under the UCC or applicable Personal Property Security Legislation or other filings specified in such Compliance Certificate as being required to be delivered therewith; (c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the US Borrower, a detailed consolidated budget for the current fiscal year (including a projected consolidated balance sheet of the US Borrower and its Subsidiaries as of the end of the current fiscal year, and the related consolidated statements of projected cash flow 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 stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the US Borrower, a narrative discussion and analysis of the financial condition and results of operations of the US 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; (e) no later than 5 Business Days, or such shorter period as the Administrative Agent shall reasonably agree to, prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Subordinated Notes or any proposed material amendment, supplement or other modification of the governing documents of either Borrower; (f) within five days after the same are sent, copies of all financial statements and reports that any Group Member sends to the holders of any class of its debt securities or public equity securities and, within 5 days after the same are filed, copies of all financial statements and reports that any Group Member may make to, or file with, the SEC; (g) as soon as reasonably possible and in any event within 5 Business Days of obtaining knowledge thereof: (i) notice of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions that, individually or in the aggregate, could reasonably be expected to result in the payment by any Group Member, in the aggregate, of a Material Environmental Amount; and (ii) any notice that any Governmental Authority will deny any application for an Environmental Permit sought by, or revoke or refuse to renew any Environmental Permit or any other material Permit held by a Borrower or condition approval of any such material Permit on terms and conditions that are materially more burdensome than the current terms and conditions of such material Permits to the operation of any of the Group Members’ businesses or any property owned, leased or operated by such Person, where such denial, revocation, refusal or condition would preclude the normal conduct of the Group Members’ business in respect of the operation to which such Environmental Permit or material Permit applies; (h) to the extent not included in clauses (a) through (g) above, no later than the date the same are required to be delivered thereunder, copies of all agreements, documents or other instruments (including, without limitation, (i) audited and unaudited, pro forma and other financial statements, reports, forecasts, and projections, together with any required certifications thereon by independent public auditors or officers of any Group Member or otherwise, (ii) press releases and (iii) statements or reports furnished to any other holder of the securities of any Group Member); (i) concurrently with the delivery of the financial statements referred to in Section 6.01(a6.1(a), a certificate report of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited a reputable insurance broker with respect to the extent insurance required by auditing rules or guidelines)Section 6.5, (ii) if a Default relating and, from time to accounting matters has come to its attentiontime, specifying such supplemental reports thereto as the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that Administrative Agent may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]request; and (j) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution in form and detail reasonably satisfactory to each Lenderthe Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer[reserved]; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended June 30, 2017), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during a duly completed Compliance Certificate signed by a Responsible Officer of the course of its examination Borrower and (ii) a reconciliation of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year Borrower and its Restricted Subsidiaries; provided, that, for the avoidance of doubt, any such reconciliation of the financial statements referred to the extent such matters relate to accounting are in Section 6.01(a) shall not stated in accordance with the terms of this Agreementbe audited; (c) promptly upon receipt thereofafter the same are available, copies of all final reports submitted each annual report, proxy or financial statement or other report or communication sent to the Company by independent public accountants in connection with each stockholders of the Borrower, and copies of all annual, interim regular, periodic and special reports and registration statements which the Borrower may file or special audit be required to file with the SEC under Section 13 or 15(d) of the financial statements Securities Exchange Act of 1934, and not otherwise required to be delivered to the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditAdministrative Agent pursuant hereto; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, 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 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, Section 6.02 6.01(a) or (b) or Section 6.03 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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except filed for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently availability on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent SEC’s Electronic Data Gathering and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderRetrieval system.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, Agents (for further distribution to each Lender:the Lenders pursuant to Section 11.2(d)): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bSections 7.1(a), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(aand 7.1(b), a certificate of a Responsible Person of the Independent Auditor Borrowers’ Agent substantially in the form of Exhibit K (such a certificate, a “Compliance Certificate”) (A) stating that reported on to the best of such financial statements stating (i) whether Person’s knowledge, each Loan Party during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Person has obtained no knowledge of any Default relating to accounting matters (which or Event of Default, in each case except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iiiB) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that showing in detail the matters set forth in Schedule 3 to calculations supporting such Person’s certification of the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance Loan Parties’ compliance with the terms requirements of this AgreementSection 8.1. (b) promptly upon the incurrence of Indebtedness that would likely result in the occurrence of the Additional Indebtedness Incurrence Date, notice in writing or other authenticated record of the incurrence of such Indebtedness together with reasonable details related to such Indebtedness, including without limitation, the date of incurrence, the amount of Indebtedness incurred and such other details as reasonable requested by the Administrative Agent; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly as soon as available and in any event within three Business Days after the publication thereof, notification of any changes ten (10) days after the date hereof 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 provided for in any rating given by S&PSection 7.1(a) above, Xxxxx’x, Fitch or A.M. Best in with respect to the internal audit and financial controls of the Company, any of its Subsidiaries or any of Borrowers and their Indebtedness or securitiesrespective Subsidiaries; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (hd) [reserved]; (e) promptly, upon the request of the Collateral Agent, (i) [reserved]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 Consolidated Total Assets and the Consolidated EBITDA at such time, and (ii) a certification that as of the date of such report, the consolidated assets and Consolidated EBITDA of all Immaterial Subsidiaries do not exceed the limits set forth in the definition of such term under this Agreement; and (jf) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or Loan Parties as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the Administrative Agent, for further distribution to each Lender: (a) concurrently Together with the delivery Financial Statements and other documents and information provided to Administrative Agent under this Section 6.2, a certification to Lenders, executed on behalf of the Borrower and SBAC by their respective chief executive officer or chief financial statements referred to in Section 6.01(a) and Section 6.01(bofficer (or other officer with similar duties, a “Responsible Officer”), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during stating that to their Knowledge after due inquiry such quarterly and annual Financial Statements and information fairly present the course financial condition and results of its examination operations of such financial statements it obtained knowledge the Borrower and SBAC for the period(s) covered thereby (except for the absence of any Default relating to accounting matters (which certificate may be limited footnotes with respect to the extent required by auditing rules monthly and quarterly Financial Statement), and do not omit to state any material information without which the same might reasonably be misleading, and all other non financial documents submitted to Lenders (whether monthly, quarterly or guidelines)annually) are true, correct, accurate and complete in all material respects, (ii) if in the case of quarterly and annual reports, containing (A) a Default relating to accounting matters has come to its attentioncalculation of the financial covenants set forth in Section 7.18, specifying (B) a calculation of the nature and Debt Service Coverage Ratio as at the end of the period of existence thereof covered by such financial statements, and (iii) stating whether or notthat, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the knowledge of such Responsible Officer, the Borrower during such period has observed or performed, in all material respects, all of its covenants and other agreements contained in this Agreement and the other Loan Documents to be observed or performed by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except in each case as specified in such certificate (the “Compliance Certificate delivered pursuant to Section 6.02(aCertificate”). (b) upon request, a copy of the most recent Rent Roll for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementeach Tower; (c) promptly upon receipt thereofwithin five (5) days after the same are sent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company which SBAC sends to its shareholders equity holders generally, and within five (5) days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary which SBAC may make to, or file with, the SECSecurities and Exchange Commission or any successor or analogous Governmental Authority; (d) If any Phase I environmental site assessment report with respect to any Tower Property previously delivered by the Borrower to the Administrative Agent reveals any condition that in the Administrative Agent’s reasonable judgment warrants such a report, the Borrower shall deliver to the Administrative Agent a limited subsurface investigation with respect to such condition at such Tower within 60 days after the Administrative Agent requests such limited subsurface investigation; (e) [Reserved]; no later than five (f5) promptly and in any event within three Business Days after prior to the publication thereof, notification closing date of any changes after Acquisition, the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, Tower Documentation for such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Acquisition; and (jf) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent: (a) concurrently with Concurrently with: (i) the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b(b), (A) a duly completed Compliance Certificate executed signed by a Responsible OfficerOfficer of the Company, including the calculation of the financial covenants set forth in Section 7.11(a) and (b), along with calculations of Restricted Payment availability and usage and the Consolidated Total Leverage Ratio in form and substance reasonably acceptable to the Administrative Agent, (B) a schedule (which such schedule may be included in the Compliance Certificate delivered with respect to such period) describing the entry of any final, non-appealable judgment or decree against the Company and/or any of its Subsidiaries if the aggregate amount of such judgment or decree exceeds $7,500,000 (after deducting the amount with respect to which the Company or such Subsidiary is insured and with respect to which the insurer has assumed the defense in writing and has not contested or denied its responsibility for such amount) and (C) a duly completed Revolving Borrowing Base Certificate signed by a Responsible Officer of the Company as at the end of the respective fiscal quarter or fiscal year, provided that, if any Event of Default shall have occurred and be continuing, the Company shall deliver such Revolving Borrowing Base Certificates, each signed by a Responsible Officer of the Company, at any other time requested by the Administrative Agent; (bii) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of financial projections for the Independent Auditor that reported on such financial statements stating (i) whether during 12 months succeeding the course of its examination date of such financial statements it obtained knowledge statements, such projections to be prepared by management of the Company, in form reasonably satisfactory to the Administrative Agent; and (iii) any Default relating to accounting matters (which certificate may be limited event described herein requiring Pro Forma Compliance, to the extent otherwise required by auditing rules under Section 7.04, 7.16 or guidelines)7.19, a duly completed Pro Forma Compliance Certificate (ii) if a Default relating to accounting matters has come to its attention, specifying including the nature and period calculation of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters financial covenants set forth in Schedule 3 Section 7.11(a) and (b)), Pro Forma Revolving Borrowing Base Certificate, or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate, as applicable, signed by a Responsible Officer of the Company; In addition to other reporting requirements under this Agreement, if calculation of any financial ratio gives pro forma effect to any Material Disposition or Material Acquisition occurring during the relevant period or after the relevant period and on or prior to the Compliance Certificate delivered pursuant date of determination, as described above and if (Y) the aggregate adjustment to Section 6.02(aConsolidated EBITDAR (as a result of all Material Dispositions and Material Acquisitions) either increases or decreases Consolidated EBITDAR for such period by at least 10% or (Z) the applicable Fiscal Year Administrative Agent requests such additional reporting, then (in the case of either clause (Y) or (Z)), the Company will provide additional financial reporting and compliance reporting segregating actual financial line items from pro forma line items for such period in a manner reasonably acceptable to the extent Administrative Agent. (b) within twenty (20) days after the end of each calendar month, a duly completed Used Vehicle Floorplan Borrowing Base Certificate signed by a Responsible Officer of the Company as at the end of such matters relate to accounting are not stated in accordance with calendar month; provided that, if any Event of Default shall have occurred and be continuing, the terms Company shall deliver such Used Vehicle Floorplan Borrowing Base Certificates, each signed by a Responsible Officer of this Agreementthe Company, at any other time requested by the Administrative Agent; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit reasonable request of the financial statements of the Company made by such accountantsAdministrative Agent from time, receivables ageing reports and inventory and equipment listings, in either consolidated or consolidating format, including a detailed list of each Used Vehicle constituting Eligible Used Vehicle Inventory, stating the comment letter submitted by make, model, year and book value of each such accountants to management in connection with their annual auditVehicle; (d) promptly, copies in the event of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file withAcquisition, the SECcertificates and information required by Section 7.19; (e) [Reserved]within a reasonable period of time after any reasonable request by the Administrative Agent, Vehicle Title Documentation and manufacturer/dealer statements; (f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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; (g) promptly, and in any event within three five Business Days after the publication receipt thereof by any Loan Party or any Subsidiary thereof, notification copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Loan Party or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt Subsidiary thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]in the event of any casualty loss or condemnation suffered by any Loan Party that has the effect of reducing either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base by more than $35,000,000, an updated Revolving Borrowing Base Certificate or Used Vehicle Floorplan Borrowing Base Certificate, as applicable, reflecting such casualty loss or condemnation; (j) in the event any real property is added to or removed from the Revolving Borrowing Base, an updated Revolving Borrowing Base Certificate reflecting such addition or removal, as applicable; (k) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and (jl) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.016.01(a), Section 6.02 (b) or (c) or Section 6.03 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, shall be deemed to have been delivered on the date (i) on which the Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information and projections provided by or on behalf of the Company hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks IntraLinks, SyndTrak, ClearPar or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyCompany or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” ”, the Company shall be deemed to have authorized the Agent Administrative Agent, the Arranger, and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Company or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public LenderSide Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information”.”

Certificates; Other Information. The Company shall furnish to the Agent, with sufficient copies for further distribution to each Lender:Lender (other than in the case of Section 6.02(l)): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor accounting firm that reported on such financial statements stating (i) whether during the course of its their examination of such financial statements it they obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its their attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its their audit examination, anything has come to its their attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication learning thereof, notification of any changes after the date hereof in any the rating given by S&P, Xxxxx’x, Fitch S&P or A.M. Best Moody's in respect of the Company, any of its Subsidiaries or any of their 's senior secured Indebtedness or securitiesbx X.X. Best in respect of any Insurance Subsidiary; (f) concurrently with the occurrence of any event described in Section 2.08(b)(i) through Section 2.08(b)(iv), (i) a description of such event and (ii) a calculation of the Net Proceeds (including an accounting of the items deducted from the cash or cash equivalents received in connection with such event); (g) at least 5 days before the beginning of each Fiscal Year, a detailed consolidated budget for the next Fiscal Year (including statements of projected operations and cash flows for such period and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of such budget; (h) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Insurance Subsidiary, as applicable, a copy of any written communication setting forth or relating to any matter that could reasonably be expected to have a Material Adverse Effect, delivered to or received from any applicable Department or any other applicable insurance regulatory authority; (i) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s 's and its Subsidiaries’ ' operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch Moody's or A.M. Best or any other rating agency; (hj) [reserved]as soon ax xxxxxable but not later than five Business Days after receipt, execution or delivery of any Reinsurance Agreement (other than any Reinsurance Agreement entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice), including any proposal, binder, cover note or line slip (where the Person to be reinsured or reinsured is an Insurance Subsidiary), (i) a written notice specifying each Person party to such agreement, (ii) for each such Person, its most recently published rating, if any, (iii) the subject matter of each such agreement and (iv) if requested by the Agent or any Lender, attaching thereto, a true and complete copy of such agreement; (ik) [reserved]promptly after receipt of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement (other than any Reinsurance Agreement that was entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice) where the Person reinsured is an Insurance Subsidiary, a copy thereof; and (jl) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.02(d) or Section 6.03 6.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC, the NAIC or any other Governmental Authority) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s 's website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s 's behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Company shall deliver paper copies of such documents to clause the Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent and each Lender of the posting of any such documents and, solely with respect to clause (ii), and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “"Company Materials”") to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, Company or its Subsidiaries or their respective securities) (each, a “"Public Lender”"). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “"PUBLIC,” " the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, Company or its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “"PUBLIC” " are permitted to be made available through a portion of the Platform designated “"Public Lender”; Investor;" and (z) the Agent shall be entitled to treat any Company Materials that are not marked “"PUBLIC” " as being suitable only for posting on a portion of the Platform not designated “"Public LenderInvestor.”"

Certificates; Other Information. The Company shall furnish Furnish to the Agent, Agent with sufficient copies for further distribution to each LenderBank: (a) concurrently with Within forty five (45) days after and as the delivery end of the financial statements referred to in Section 6.01(a) and Section 6.01(b)each fiscal quarter, a Covenant Compliance Certificate executed by a Responsible OfficerReport; (b) concurrently No later than ninety (90) days following the end of each fiscal year beginning with the delivery current fiscal year, the Company shall prepare and deliver to the Agent and the Banks projections of the financial Company and the Subsidiaries for the next succeeding fiscal year, on a month to month basis and for the following four (4) fiscal years on an annual basis, including a balance sheet as at the end of each relevant period and income statements referred to in Section 6.01(a), a certificate and statements of cash flows for each relevant period and for the period commencing at the beginning of the Independent Auditor that reported fiscal year and ending on such financial statements stating (i) whether during the course of its examination last day of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementrelevant period; (c) promptly Promptly upon receipt thereof, the Company shall deliver copies of all final significant reports submitted to by the Company by independent Company's firm 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 Company and the Subsidiaries made by such accountants, including the any comment letter submitted by such accountants to management managements in connection with their annual auditservices; (d) promptlyAs soon as available (and with copies for each of the Banks), the Company's 8-K, 10-Q and 10-K reports filed with the federal Securities and Exchange Commission, and in any event, with respect to the 10-Q report, within thirty (30) days of the end of each of the first three fiscal quarters of each of the Company's fiscal years, and with respect to the 10-K report, within ninety (90) days after and as of the end of each of Company's fiscal years; and as soon as available, copies of all Forms 10-K and 10-Q that the Company material filings, reports or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given documents filed by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth with the federal Securities and Exchange Commission or relating other federal regulator or taxing agencies or authorities in the United States, or comparable agencies or authorities in foreign jurisdictions, or any stock exchanges in such jurisdiction; (e) Promptly as issued, all press releases, notices to shareholders and all other material communications transmitted by the Company’s and Company or any of its Subsidiaries’ operations that may reasonably be expected subsidiaries to be materially adverse to the interests of the Companyshareholders; (f) Any other financial reports, such Subsidiary or the Lenders delivered to or received from S&Pstatements, Xxxxx’x, Fitch or A.M. Best press releases or any other rating agency; (h) [reserved]; (i) [reserved]material information delivered to holders of subordinated debt pursuant to the applicable Subordinated Debt Documents or otherwise, as and when delivered to such Persons; and (jg) promptlyPromptly and in form to be reasonably satisfactory to the requesting Bank, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiaryand/or other information, or compliance with the terms of other reports as any Loan Document, as the Agent, for itself or at the request of any Lender, Bank may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the AgentAdministrative Agent (who will make available to the Lenders), for further distribution in form and detail reasonably satisfactory to each Lenderthe Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 7.01(a) and Section 6.01(b(b) (or not later than the last day allowed for delivery of the applicable financial statements pursuant to Sections 7.01(a) and (b), respectively), a duly completed Compliance Certificate executed signed by a Responsible OfficerOfficer of the Company; (b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b) (or not later than the last day allowed for delivery of the applicable financial statements pursuant to Sections 7.01(a) and (b), respectively), any budget of the Company and its Subsidiaries which has been approved by the board of directors of the Company; (c) concurrently with the delivery of the financial statements referred to in Section 6.01(a7.01(a) (or not later than the last day allowed for delivery of the applicable financial statements pursuant to Section 7.01(a)), a certificate of a Responsible Officer of the Independent Auditor Company containing information regarding (x) the amount of all Dispositions, Involuntary Dispositions, Debt Issuances, Equity Issuances and Acquisitions, in any one instance exceeding $15,000,000, that reported on occurred during the period covered by such financial statements stating and (y) the formation or acquisition of any Foreign Subsidiary during the period covered by such financial statements, together with (i) whether during the course jurisdiction of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines)formation, (ii) if a Default relating to accounting matters has come to its attentionnumber of shares of each class of Capital Stock outstanding, specifying the nature and period of existence thereof and (iii) stating whether number and percentage of outstanding shares of each class owned (directly or notindirectly) by the Company or any Subsidiary and (iv) number and effect, based on its audit examinationif exercised, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection outstanding options, warrants, rights of conversion or purchase and all other similar rights with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditrespect thereto; (d) promptlypromptly after any request by the Administrative Agent or any Lender, copies of all Forms 10-K and 10-Q that 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 Company or any Subsidiary may file by independent accountants in connection with the SEC, all financial statements and reports that the Company sends to its shareholders and copies accounts or books of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy or any audit of any written of them; (e) promptly after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication addressed sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company may deliver, file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or to a holder of any Indebtedness owed by the Company or any Subsidiary in its capacity as such a holder (including, without limitation, copies of its Subsidiaries setting forth or relating to the Company’s all notices and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders other information delivered to or received from S&Pthe Surety) and not otherwise required to be delivered to the Administrative Agent pursuant hereto and (ii) upon the request of the Administrative Agent, Xxxxx’xall reports and written information to and from the United States Environmental Protection Agency, Fitch or A.M. Best or any other rating agencystate or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; (h) [reserved]; (i) [reserved]; and (jf) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request; and (g) concurrently with the delivery of the financial statements referred to in Section 7.01(a) (or not later than the last day allowed for delivery of the applicable financial statements pursuant to Section 7.01(a)), (i) a certificate of a Responsible Officer of the Company listing (A) all registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party by the United States Copyright Office or the United States Patent and Trademark Office since the last day of the immediately preceding fiscal period and (B) all patent applications, trademark applications, service xxxx applications, trade names and copyrights awarded to any Loan Party by the United States Copyright Office or the United States Patent and Trademark Office since the last day of the immediately preceding fiscal period and the status of such application, and (ii) attaching the insurance binder or other evidence of insurance for any insurance coverage of the Company or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements. Documents required to be delivered pursuant to Section 6.01, Section 6.02 7.01(a) or (b) or Section 6.03 7.02(e) (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency Syndtrak 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) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Company shall deliver paper copies of such documents to clause the Administrative Agent or any Lender that requests the Company 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) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents andother than any documents filed with the SEC that are publicly available on the SEC’s Internet website. Notwithstanding anything contained herein, solely with respect in every instance the Company shall be required to clause (ii), provide paper copies of the Compliance Certificates required by Section 7.02(a) to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) and each of such documentsthe Lenders. 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish will deliver to the Agent, Administrative Agent for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently (commencing with the delivery of the financial statements referred to in Section 6.01(afor the fiscal year of the Company ended June 30, 2011), a certificate duly completed Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent, signed by a Financial Officer of the Independent Auditor that reported on such financial statements stating (i) whether during Company, and in the course event of its examination any change in GAAP used in the preparation of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to or in the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attentionapplication thereof, specifying the nature effect of such change on the financial statements accompanying such certificate (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and period of existence shall be deemed to be an original authentic counterpart thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementall purposes); (cb) promptly upon receipt thereofafter the same become publicly available, copies of all final reports submitted to the Company periodic and other reports, proxy statements and other materials filed by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, or any Governmental Authority succeeding to any or all financial statements and reports that of the functions of the SEC, or with any national securities exchange, or distributed by the Company sends to its shareholders and copies of all other financial statements and regulargenerally, periodic or special reports (including Form 8-K) that as the Company or any Subsidiary case may make to, or file with, the SECbe; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (jc) promptly, such additional information regarding the business, financial financial, legal or corporate affairs of the Company any Loan Party or any SubsidiarySubsidiary thereof, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself or at the request of any Lender, Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(a) and 6.02(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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 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 documents. The Company Each Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information and projections provided by or on behalf of such Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the Company, its Subsidiaries Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Company Each Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrowers shall be deemed to have authorized the Agent Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, its Subsidiaries Borrowers or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0811.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. The Company shall furnish to the AgentAdministrative Agent and, except with respect to Sections 7.02(f) and 7.02(g), with sufficient copies for further distribution to each LenderBank: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b7.01(a), a Compliance Certificate executed by a Responsible Officercertificate of the Independent Auditor 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 Section 6.01(aSections 7.01(a), (b) and (c), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementexecuted by a Responsible Officer; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that Holdings or the Company sends to its shareholders their respective public securityholders, and copies of all other financial statements and regular, periodic or special reports (including Form Forms 10-K, 10-Q and 8-K) that Holdings, the Company or any Subsidiary of their respective Subsidiaries may make to, or file with, the SEC; (d) promptly upon the effectiveness thereof, copies of each amendment, modification or restatement of or replacement or substitution for any of the Institutional Finance Documents; (e) [Reserved]prior to the close of business on the tenth Business Day after (i) the Sunday closest to the fifteenth day of each month, and (ii) the last Business Day of each month, including the month in which the Effective Date occurs, a certificate (the "Borrowing Base Certificate") substantially in the form of Exhibit D to this Agreement, signed by a Responsible Officer, setting forth, on an itemized basis, the Borrowing Base, as of the close of business on such Sunday or month end (each a "Borrowing Base Measurement Date") and the Borrowing Base computations based thereon, as well as certifications by a Responsible Officer of the Company that the information set forth in such Borrowing Base Certificate is true and correct and that from the date of the most recent Borrowing Base Certificate previously delivered to the date of the new Borrowing Base Certificate being delivered with such certification, no Default or Event of Default has occurred and is continuing; provided, that if at any time the excess of the Borrowing Base over the sum of (A) the Effective Amount of all Loans plus (B) the Effective Amount of all L/C Obligations plus (C) the Effective Amount of all Outstanding Eligible XXXx, is less than $50,000,000, the Company shall deliver a Borrowing Base Certificate prior to the close of business on the tenth Business Day after the Sunday of each week until such time as the excess of the Borrowing Base over such sum is greater or equal to $50,000,000. Notwithstanding the foregoing, the Company may deliver a Borrowing Base Certificate at any time, setting forth, on an itemized basis, the Borrowing Base, as of the close of business on any day (an "Interim Borrowing Base Measurement Date") following the Borrowing Base Measurement Date in respect of the most recently delivered Borrowing Base Certificate (it being understood that all items of the Borrowing Base shall be itemized as of such Interim Borrowing Base Measurement Date and such date shall be prior to the date of such Borrowing Base Certificate and the next Borrowing Base Measurement Date) and otherwise in accordance with this Section 7.02(e). Each Borrowing Base Certificate shall become effective upon the Administrative Agent's receipt thereof and shall remain in effect until the earlier of (A) the receipt by the Administrative Agent of the next Borrowing Base Certificate to be delivered hereunder, and (B) the close of business on the date on which the next Borrowing Base Certificate is required to be delivered hereunder; provided, that if the Company certifies to the Administrative Agent that it is not able to provide a Borrowing Base Certificate as of the Sunday closest to the fifteenth day of any month due to circumstances beyond its control, the Company may, with the consent of the Administrative Agent, provide a Borrower Base Certificate in lieu of the Borrowing Base Certificate described in clause (i) above, on such date, and dated as of a Sunday, reasonably acceptable to the Administrative Agent; (f) promptly and in any event within three Business Days no later than ten (10) days after the publication thereof, notification removal of any changes after Inventory of the date hereof in any rating given Company from the states and counties listed on the then current Perfection Certificates to a state or county not so listed, a revised Perfection Certificate, executed by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any indicating the new location of its Subsidiaries or any of their Indebtedness or securitiessuch Inventory; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company entering into a Swap Contract relating to interest rates (or any Subsidiary, as applicableamendments or modifications thereto) with any Bank Swap Party, a copy of any written communication addressed to the Company such Swap Contract (or any of its Subsidiaries setting forth such amendment or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencymodification document); (h) [reserved]; as soon as available, but not later than thirty (i30) [reserved]days after the end of each of the calendar months of each calendar year a report on payables and the aging of receivables in a form satisfactory to the Administrative Agent; and (ji) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, its Subsidiaries as the Agent, for itself or at the request of any Lender, Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, Agents (for further distribution to each Lender:the Lenders pursuant to Section 11.2(d): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bSections 7.1(a), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(aand 7.1(b), a certificate of a Responsible Person of the Independent Auditor Borrowers’ Agent substantially in the form of Exhibit K (such a certificate, a “Compliance Certificate”) (A) stating that reported on to the best of such financial statements stating (i) whether Person’s knowledge, each Loan Party during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Person has obtained no knowledge of any Default relating or Event of Default, in each case except as specified in such certificate 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 accounting matters 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 (which certificate may be limited 7) Business Days preceding delivery thereof to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementCollateral Agent; (c) promptly upon receipt thereofas soon as available and in any event within ten (10) Business Days after the date of issuance thereof (if any such management letter is ever issued), copies of all final reports submitted to any management letter prepared by the Company by independent public accountants in connection with each annual, interim or special audit of who reported on the financial statements provided for in Section 7.1(a) above, with respect to the internal audit and financial controls of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with Borrowers and their annual auditrespective Subsidiaries; (d) promptlyif any such report described in clauses (b), copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make toc), or file with(d) above is not reasonably satisfactory in form and substance to the Collateral Agent, the SECBorrowers’ Agent shall promptly deliver such information supplementing such report as the Collateral Agent may reasonably request; (e) [Reserved]; (f) promptly and in any event within three Business Days after promptly, upon the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect request of the CompanyCollateral Agent, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]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 Immaterial Subsidiaries do not exceed the limits set forth in the definition of such term under this Agreement; and (jf) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or Loan Parties as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the AgentAdministrative Agent and each Lender (or, for further distribution in the case of clause (e), to each the relevant Lender:): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b5.1(a), a Compliance Certificate executed by certificate of a Responsible Officer, dated as of the date of such delivery, stating that, since the date of the Company’s fiscal year end immediately preceding the fiscal year end for which such financial statements are being delivered, there has been no development or event that has had a Material Adverse Effect; (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)5.1, (i) a certificate of the Independent Auditor that reported on such financial statements a Responsible Officer stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited that, to the extent required by auditing rules best of each such Responsible Officer’s knowledge, no Default or guidelines)Event of Default has occurred, except as specified in such certificate and (ii) if in the case of quarterly or annual financial statements, a Default relating to accounting matters has come to its attentionCompliance Certificate containing all information and calculations necessary for determining compliance with the provisions of Section 6.1 as of the last day of the fiscal quarter or fiscal year of the Company, specifying as the nature and period of existence thereof and case may be (iii) stating whether or notincluding, based on its audit examinationwithout limitation, anything has come to its attention that causes them to believe that the matters set forth any reconciliations required in Schedule 3 connection with any changes in GAAP, subsequent to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementClosing Date); (c) promptly upon receipt thereofwithin five days after the same are sent, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company any Borrower sends to the holders of any class of its shareholders and debt securities or public equity securities and, within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary Borrower may make to, or file with, the SEC; (ed) [Reserved]; (f) promptly and promptly, notice of any change in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect Debt Rating of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (je) promptly, such additional financial and other information regarding as the business, financial or corporate affairs of the Company Administrative Agent or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required In lieu of furnishing the Administrative Agent and the Lenders the items referred to be delivered pursuant to Section 6.01in clause (c) above, Section 6.02 or Section 6.03 the Company may be delivered electronically and if so delivered, shall be deemed to have been delivered make such items available on the date (i) on which internet at xxx.Xxxxxxxxxx.xxx or by similar electronic means; provided, that the Company posts such documents shall promptly provide written or provides a link thereto on electronic notice to the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which Administrative Agent and each Lender when statements and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect reports subject to clause (iic) and (iii) of this paragraph, the Company shall notify (which may be by facsimile above are made available via xxx.Xxxxxxxxxx.xxx or such other electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documentsmeans. Except for Compliance Certificates, the 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 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 documents. The Company Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information and projections provided by or on behalf of the Borrowers hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks IntraLinks, SyndTrak, ClearPar or another similar secure electronic system approved by the Company (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the Company, its Subsidiaries Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Company Each Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrowers shall be deemed to have authorized the Agent Administrative Agent, the Joint Lead Arrangers, the Joint Book Runners, the Issuing Lenders and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, its Subsidiaries Borrowers or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.089.14); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (z) the Agent Administrative Agent, the Joint Lead Arrangers and the Joint Book Runners shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.”

Certificates; Other Information. The Company shall will furnish to the Agent, for further distribution to each LenderArabica: (ai) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b21(a), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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; (bii) concurrently with the delivery of the financial statements referred pursuant to in Section 6.01(a), Sections 21(a)(i) and 21(a)(ii): (i) a certificate of a Responsible Officer stating that, to the Independent Auditor that reported on best of such financial statements stating (i) whether during Responsible Officer’s knowledge, the course Company and each of its examination Subsidiaries, during such period, have observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Lease/Purchase Documents to which it is a party to be observed, performed or satisfied by it, and that such financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines)Event of Default except as specified in such certificate, (ii) if a Default relating to accounting matters has come to its attentionStore by Store report and a Market report, specifying the nature and period of existence thereof and (iii) a Compliance Certificate, (iv) to the extent not previously disclosed to Arabica, a description of any change in the jurisdiction of organization of any member of the Restricted Group and a list of any Intellectual Property or other property as to which action is required under Section 21(i) hereof, in each case acquired by any member of the Restricted Group since the date of the most recent report delivered pursuant to this clause (iv), and (v) a list of all third party locations where any Equipment is located in connection of the sale of inventory in the ordinary course of the Company’s business including the approximate aggregate book value of such Equipment; provided however that, the information specified in clause (v) of this Section 21(b)(ii) shall only be required to be provided concurrently with the delivery of the quarterly financial statements for the second and fourth fiscal quarters of each fiscal year pursuant to Section 21(a)(ii); (iii) as soon as available, and in any event no later than 30 days prior to the beginning of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the 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 stating whether or not, that such Projections are based on its audit examinationreasonable estimates, anything information and assumptions and that such Responsible Officer has come to its attention that causes them no reason to believe that the matters set forth such Projections are incorrect or misleading in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementany material respect; (civ) promptly upon receipt within 45 days after the end of each fiscal quarter, a narrative discussion and analysis of the financial condition and results of operations of the Company 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; (v) no later than 10 Business Days (or, in the case of amendments or supplements to this Agreement and the other Lease/Purchase Documents effected solely to facilitate the sale and leaseback of additional Assets hereunder and thereunder, three Business Days) prior to the effectiveness thereof, copies of all substantially final reports submitted drafts of any proposed amendment, supplement, waiver or other modification with respect to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditLease/Purchase Documents; (dvi) promptlywithin five days after the same are sent, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that any member of the Company sends Restricted Group send to the holders of any class of its shareholders and debt securities or public equity securities and, within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that any member of the Company or any Subsidiary Restricted Group may make to, or file with, the SEC; (evii) [Reserved]; (f) promptly and as soon as available, but in any event within three Business Days no later than 20 days after the publication thereofCommencement Date, notification of any changes after all certificates representing the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect shares of the CompanyPledged Stock, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof together with an undated stock power for each such certificate executed in blank by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests duly authorized officer of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]pledgor thereof; and (jviii) as soon as available, but in any event no later than 20 days after the Commencement Date, using best efforts, an amendment to the Lease of Retail Space dated May 25, 1993, as amended, by and between the Company and Brookfield LD DB Inc., in form and substance reasonably acceptable to Arabica; and (ix) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Arabica may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, Administrative Agent (for further distribution to each Lender:): (a) concurrently with within two (2) Business Days of the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b5.01(a), (i) a Compliance Certificate executed by certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event and (ii) a Responsible Officercertificate setting forth (x) the Consolidated Adjusted EBITDA of the Loan Parties and all Secured First Tier Foreign Subsidiaries and (y) the percentage of Consolidated Adjusted EBITDA of the Loan Parties and all Secured First Tier Foreign Subsidiaries to the Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries; (b) concurrently with within two (2) Business Days of the delivery of the financial statements referred to in Section 6.01(aSections 5.01(a) and (b), a certificate duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, vice president of finance, treasurer or controller of the Independent Auditor that reported on Borrower which shall include such financial statements stating (isupplements to Schedules 3.13, 3.17, 3.20(a), 3.20(b) whether during and 3.20(c), as are necessary such that, as supplemented, such Schedules would be accurate and complete as of the course of its examination date of such financial statements it obtained knowledge of any Default relating Compliance Certificate; 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 accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence an original authentic counterpart thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementall purposes; (c) promptly upon receipt thereof, copies not later than 75 days after the beginning of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit Fiscal Year of the Borrower, commencing with the 2014 Fiscal Year, an annual business plan and budget of the Borrower and its Subsidiaries containing, among other things, pro forma financial statements for each Fiscal Quarter of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditFiscal Year; (d) promptlypromptly after the same are available, copies of each annual report, proxy or financial statement or other report sent to all Forms 10-K the equityholders of the Borrower, and 10-Q that the Company copies of all annual, regular, periodic and special reports and registration statements which a Loan Party or any Subsidiary may file or be required to file with the SECSEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, all financial statements and reports that not otherwise required to be delivered to the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECAdministrative Agent pursuant hereto; (e) [Reserved]promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them; (f) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities (with an outstanding principal amount in excess of the Threshold Amount) of any Loan Party or any Domestic Subsidiary pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 5.01 or any other clause of this Section 5.02; (g) promptly, and in any event within three five Business Days after the publication receipt thereof by any Loan Party or any Subsidiary thereof, notification 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 possible investigation or other inquiry by such agency regarding financial or other operational results of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Loan Party or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt Subsidiary thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (jh) promptly, such additional information regarding the business, financial or corporate affairs of the Company any Loan Party or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 5.01(a) or (b) or Section 6.03 5.02(d) (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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet internet at the website address listed on Schedule 10.025.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) : the Borrower shall deliver paper copies of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide 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 electronic mail electronic versions (i.e., soft copies) of the Administrative Agent or such documentsLender. Except for Compliance Certificates, the 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 Company 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 Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on its independent certified public accountants certifying such financial statements stating statements; (b) (i) whether during concurrently with the course delivery of its examination of such the financial statements it obtained knowledge of any Default relating referred to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelinesin Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower which shall, among other things, (A) demonstrate compliance with the covenants set forth in Section 7.11 and (B) update Schedule 5.11, as applicable, and (ii) if as soon as available, but in any event by March 31, 2022, for the fiscal year of the Borrower ended December 31, 2021, a Default relating to accounting matters has come to its attentionduly completed Compliance Certificate signed by the chief executive officer, specifying chief financial officer, treasurer or controller of the nature Borrower which shall, among other things, (A) demonstrate calculations of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, in each case, for the four fiscal quarter period of existence thereof and ended December 31, 2021, (iiiB) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that demonstrate compliance with the matters covenants set forth in Sections 7.11(c) and 7.11(d), and (C) update Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement5.11, as applicable; (c) promptly upon receipt thereofafter the same are available, copies of all final reports submitted each annual report, each material proxy or material financial statement or other material report or communication sent to the Company by independent public accountants in connection with each equityholders of any Loan Party or any Subsidiary, and copies of all material annual, interim regular, periodic and special reports and material registration statements which a Loan Party or special audit any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the financial statements Securities Exchange Act of 1934, and not otherwise required to be delivered to the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditAdministrative Agent pursuant hereto; (d) promptlypromptly after any request by the Administrative Agent, copies of all Forms 10-K and 10-Q that any material detailed audit reports or management letters submitted to the Company board of directors (or 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 any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECSubsidiary; (e) [Reserved]promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act and the Beneficial Ownership Regulation; (f) promptly promptly, and in any event within three five Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company any Loan Party or any Subsidiary, as applicable, a copy 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 possible investigation or other material inquiry by such agency regarding financial or other operational results of any written communication addressed to the Company Loan Party or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Subsidiary; and (jg) promptly, such additional information regarding the business, financial or corporate affairs of the Company any Loan Party or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or 6.01(b) or Section 6.03 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 Company a Loan Party posts such documents documents, or provides a link thereto on the Companysuch Loan Party’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Companya Loan Party’s behalf on IntraLinks/IntraAgency an Internet or another relevant websiteintranet website (including xxx.xxx.xxx/xxxxx.xxxxx), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect : (i) a Loan Party shall deliver paper copies of such documents to clause the Administrative Agent or any Lender upon its request to such Loan Party 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) and (iii) of this paragraph, the Company such Loan Party shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 Company any Loan Party 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 Company Borrower hereby acknowledges that (a) the Administrative Agent will and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks IntraLinks, Syndtrak, ClearPar or another a substantially similar secure electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Borrower or its Subsidiaries or their respective securities for purposes of United States federal and state securities lawsLaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0811.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public LenderSide Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and 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 Section 6.01(a) and Section 6.01(b7.01(a), a Compliance Certificate executed by a Responsible Officercertificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under the financial covenant set forth herein or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 7.01(a) and (b), a certificate duly completed Compliance Certificate signed by a Responsible Officer of the Independent Auditor that reported on such financial statements stating Company, (i) whether during setting forth computations in reasonable detail satisfactory to the course Administrative Agent demonstrating compliance with the financial covenant contained in Section 8.06, (ii) certifying that no Default or Event of its examination Default exists as of the date thereof (or, to the extent a Default or Event of Default exists, the nature and extent thereof and the proposed actions of the Borrowers with respect thereto) and (iii) including a summary of all material changes in GAAP affecting the Company and in the consistent application thereof by the Company, the effect on the financial covenant resulting therefrom, and a reconciliation between calculation of the financial covenant before and after giving effect to such financial statements it obtained knowledge of any Default relating to accounting matters changes (which certificate may be limited to the extent required delivered by auditing rules electronic mail or guidelinesby facsimile), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereofafter requested by the Administrative Agent on behalf of any Lender, copies of all final reports 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 Company by independent public accountants in connection with each annual, interim the accounts or special audit books of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy or any audit of any written of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication addressed sent to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests stockholders of the Company, such Subsidiary and copies of all annual, regular, periodic and special reports and registration statements that the Company may file or be required to file with the Lenders SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]the Administrative Agent pursuant hereto; and (je) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent, for itself or at the request on behalf of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 7.01(a) or (b) or Section 6.03 7.02(d) (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Company shall deliver paper copies of such documents to clause the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies (which may include .pdf files) is given by the Administrative Agent or such Lender and (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 Company 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 Company Each Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information and projections provided by or on behalf of the Borrowers hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the Company, its Subsidiaries Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Company Each Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrowers shall be deemed to have authorized the Agent Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, its Subsidiaries Borrowers or their respective securities for purposes of United States federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0811.08); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Lender”; Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public LenderSide Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, Administrative Agent for prompt further distribution to each Lender: (ai) concurrently with the delivery of the financial statements referred to in required by Section 6.01(a5.01(a), (b) and Section 6.01(b), (c) a duly completed Compliance Certificate executed signed by a Responsible Company Financial Officer; (bii) concurrently with the delivery of the financial statements referred to in Section 6.01(arequired by Sections 5.01(a), (b) and (c), a certificate narrative discussion and analysis of the Independent Auditor that reported on such financial statements stating (i) whether during condition and results of operations of the course of Company and its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited Subsidiaries for the applicable period, as compared to the extent required comparable periods of the previous Fiscal Year and to the operating results forecast in the applicable projections or Operating Forecast, as the case may be, which shall be certified by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and Company Financial Officer as being prepared in good faith; (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance concurrently with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit delivery of the financial statements required by Sections 5.01(a) and (b) a statement of the Company transactions made pursuant to the Intercompany Facility during the applicable period, certified by such accountants, including a Responsible Officer of the comment letter submitted by such accountants to management Borrowers’ Agent as being prepared in connection with their annual auditgood faith and fairly presenting in all material respects the information set forth therein;; (div) promptlywithin five (5) days after the same are sent, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company or any Subsidiary sends to the holders of any class of its shareholders and debt securities or public equity securities and, within five (5) days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; SEC (eit being understood that nothing in this Section 5.02(iv) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by shall obligate the Company or any Subsidiary, as applicable, a copy of Subsidiary to make any written communication addressed filing with the SEC if it is not otherwise required to do so under the Company or any of its Subsidiaries setting forth or relating to rules and regulations promulgated by the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencySEC); (h) [reserved]; (i) [reserved]; and (jv) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Company Loan Parties or any Subsidiaryof their respective Subsidiaries, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at any Lender through the request of any Lender, Administrative Agent may from time to time reasonably request. Documents request in good faith; (vi) (A) as soon as practicable in advance of filing with the Bankruptcy Court or delivering to the Official Creditors’ Committee appointed in the Cases of the Debtors or to the United States Trustee for the Southern District of New York, as the case may be, the Final Order (which must be in form and substance satisfactory to the Arrangers), all other proposed orders and pleadings related to the Facilities (which must be in form and substance reasonably satisfactory to the Required Lenders), any Reorganization Plan and/or any disclosure statement related thereto and (B) substantially simultaneously with the filing with the Bankruptcy Court or delivering to the Official Creditors’ Committee appointed in the Cases of the Debtors or to the United States Trustee for the Southern District of New York, as the case may be, all other notices, filings, motions, pleadings or other information concerning the financial condition of the Company or any of its Subsidiaries or other Indebtedness of the Loan Parties that may be filed with the Bankruptcy Court or delivered to the Official Creditors’ Committee appointed in the Cases or to the United States Trustee for the Southern District of New York; and (vii) simultaneously with delivery to the lenders under the DIP Term Loan Facility, the Senior First Lien Credit Agreement or the Senior Second/Third Lien Interim Loan Agreement, as the case may be, each notice, report or other information required to be delivered pursuant to Section 6.01the terms of the DIP Term Loan Facility, Section 6.02 the Senior First Lien Credit Agreement or Section 6.03 may be delivered electronically the Senior Second/Third Lien Interim Loan Agreement (in each case other than routine administrative notices and if so delivered, shall be deemed correspondence unrelated to have been delivered on the date (i) on which any failure of the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, any Subsidiary to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”perform thereunder) to the Lenders by posting the Company Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do extent not wish to receive material non-public information with respect to the Company, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted otherwise required to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lenderdelivered hereunder.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with Concurrently with: (i) the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b) (with respect to the last month of each fiscal quarter), (A) a duly completed Compliance Certificate signed by a Responsible Officer of the Company, including the calculation of the financial covenants set forth in Section 7.11(a), (b) and (c) and the Consolidated Total Debt to EBITDA Ratio and (B) a schedule (which such schedule may be included in the Compliance Certificate delivered with respect to such period) describing all actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority seeking damages or other remedies in excess of $5,000,000; (ii) the delivery of the financial statements referred to in Section 6.01(b) (with respect to each month other than the last month of a fiscal quarter), a duly completed Compliance Certificate executed signed by a Responsible OfficerOfficer of the Company, but only including the calculation of the financial covenant set forth in Section 7.11(a); (biii) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of financial projections for the Independent Auditor that reported on such financial statements stating (i) whether during 12 months succeeding the course of its examination date of such financial statements it obtained knowledge statements, such projections to be prepared by management of any Default relating to accounting matters (which certificate may be limited the Company, in form satisfactory to the extent required by auditing rules or guidelinesAdministrative Agent; and (iv) any event described herein requiring Pro Forma Compliance, a duly completed Pro Forma Compliance Certificate (including the calculation of the financial covenants set forth in Section 7.11(a), (iib) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iiic) stating whether and the Consolidated Total Debt to EBITDA Ratio) or notPro Forma Revolving Borrowing Base Certificate, based on its audit examinationas applicable, anything has come signed by a Responsible Officer of the Company; (b) concurrently with (and in no event later than the time required for) the delivery of the financial statements referred to its attention that causes them to believe that in Sections 6.01(a) and (b), a duly completed Revolving Borrowing Base Certificate as of the matters set forth in Schedule 3 to end of the Compliance Certificate delivered pursuant to Section 6.02(a) for respective fiscal year or calendar month, signed by a Responsible Officer of the applicable Fiscal Year to Company; provided that, if any Event of Default shall have occurred and be continuing, the extent Company shall deliver such matters relate to accounting are not stated in accordance with Revolving Borrowing Base Certificates, each signed by a Responsible Officer of the terms of this AgreementCompany, at any other time requested by the Administrative Agent; (c) promptly upon receipt thereofin the event of any Disposition resulting in Net Cash Proceeds in an amount greater than $25,000,000 (excluding the value of New Vehicles sold in such Disposition) and concurrently with the delivery of a notice of Disposition required pursuant to Section 6.03(g), copies a duly completed Revolving Borrowing Base Certificate giving pro forma effect to such Disposition, based on the prior month’s Revolving Borrowing Base Certificate, and subtracting sold assets but reflecting prepayments of all final reports submitted Loans required pursuant to the Company by independent public accountants Section 2.05(c) in connection with each annual, interim or special audit such Disposition and delivery of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditcertificates; (d) promptly, copies in the event of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file withAcquisition, the SECcertificates and information required by Section 7.12; (e) [Reserved]within a reasonable period of time after any request by the Administrative Agent, detailed information regarding assets in the Revolving Borrowing Base, including without limitation receivables ageing reports, inventory and equipment listings for all Vehicles, in each case in form and substance and containing such details as may be reasonably requested by the Administrative Agent; (f) promptly and in after any event within three Business Days after request by the publication thereofAdministrative Agent or any Lender, notification copies of any changes after detailed audit reports, management letters or recommendations submitted to the date hereof in any rating given by S&P, Xxxxx’x, Fitch board of directors (or A.M. Best in respect the audit committee of the Company, any board of its Subsidiaries directors) of the Company by independent accountants in connection with the accounts or any books of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy or any audit of any written of them; (g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication addressed sent to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests stockholders of the Company, such Subsidiary and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the Lenders SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencythe Administrative Agent pursuant hereto; (h) [reserved]promptly, and in any event within five Business 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 possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (i) [reserved]promptly after any request by the Administrative Agent, copies of any non-cancelable purchase and sale agreement referenced in the definition of “Consolidated Current Assets”; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(g) (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Company shall deliver paper copies of such documents to clause the Administrative Agent or any Lender that requests the Company 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) and (iii) of this paragraph, the Company shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) 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 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 documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information and projections provided by or on behalf of the Company hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyCompany or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” ”, the Company shall be deemed to have authorized the Agent Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Company or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public LenderSide Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information”.”

Certificates; Other Information. The Company shall furnish to the Agent, for further distribution Furnish to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 6.1(a) and Section 6.01(b(b), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements 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 Section 6.01(aSections 6.1(a), (b), (c), (d) and (e), a certificate of a Responsible Officer of the Independent Auditor that reported on Borrower stating that, to the best of such financial statements stating (i) whether Responsible Officer's knowledge, the Borrower during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Event of Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth except as specified in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementcertificate; (c) promptly upon receipt thereofwithin 15 Business Days following the end of each calendar month, copies (i) a Borrowing Base Certificate showing the Borrowing Base as of all final reports submitted the last day of such calendar month, (ii) a report showing any changes to the Company report required to be delivered by independent public accountants in connection the Borrower pursuant to Section 2.2(b)(iii)(B) (other than with each annualrespect to the information required pursuant to Section 2.2(b)(iii)(B)(4)), interim or special audit and (iii), a copy of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditmost recent Rent Roll for each Tower; (d) promptlywithin five days after the same are sent, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that which the Company Borrower sends to its shareholders stockholders generally, and within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that which the Company or any Subsidiary Borrower may make to, or file with, the SECSecurities and Exchange Commission or any successor or analogous Governmental Authority; (e) [Reserved]; (f) promptly on or before December 15 of each calendar year, a budget setting forth in reasonable detail the anticipated costs and in any event within three Business Days after expenses directly related to the publication thereofuse, notification of any changes after the date hereof in any rating given by S&Poperation, Xxxxx’x, Fitch or A.M. Best in respect improvement and maintenance of the CompanyTowers, any of its Subsidiaries or any of their Indebtedness or securities; (g) which budget shall be reasonably satisfactory to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Administrative Agent; and (jf) promptly, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, Administrative Agent for further distribution to each Lender: (a) concurrently with [reserved]; (b) no later than five Business Days after the delivery of the each set of consolidated financial statements referred to in Section Sections 6.01(a) and Section 6.01(b), a duly completed Compliance Certificate executed signed by a Responsible Officer; (b) concurrently with the delivery Officer of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementCompany; (c) promptly upon receipt thereofafter the same are publicly available, copies of all final reports submitted each annual report, proxy or financial statement sent to the Company by independent public accountants in connection with each stockholders of the Company, and copies of all annual, interim regular, periodic and special reports and registration statements (other than the exhibits thereto and any registration statements on Form S-8 or special audit its equivalent) which the Company files, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the financial statements of 1934 Act, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditAdministrative Agent pursuant hereto; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (ie) promptly after the receipt thereof by a Specified Responsible Officer of the Company, copies of each notice or other correspondence received from any Governmental Authority concerning any material investigation or other material inquiry regarding any material violation of applicable Law by any Restricted Company which would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; and (jg) promptlypromptly after any request therefor, such additional information regarding the business, legal, financial or corporate affairs of the Company or any SubsidiaryRestricted Company, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at any Lender through the request of any Lender, Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.016.01(a), Section 6.02 6.01(b) or Section 6.03 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency SyndTrak or another other relevant website, if any, to which each Lender and the Administrative Agent have are granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) of this paragraph, that the Company shall notify (which may be by facsimile or electronic mailmail or by an automated electronic alert of a posting) the Administrative Agent of the posting of any such documents and, solely with respect which notice may be included in the certificate delivered pursuant to clause (iiSection 6.02(b), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 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 documents. The Company Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information and projections provided by or on behalf of the Borrowers hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks SyndTrak or another similar secure 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, its Subsidiaries Borrowers or their respective securities) (each, a “Public Lender”). The Company hereby agrees represents and warrants that (w) it will use commercially reasonable efforts to identify that portion of files its financial statements with the SEC and, accordingly, the Company Materials that may be distributed hereby authorizes the Administrative Agent to the make available to Public Lenders and that all such Company 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 the Loan Documents and (y) the Company’s financial statements as filed with the SEC (including, without limitation, its Form 10-Q and Form 10-K filings) in satisfaction of the Company’s financial statement delivery obligations under Sections 6.01(a) and (b) above. The Company Materials “PUBLIC,” will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Company shall be deemed to have authorized the Administrative Agent and the Lenders to treat in writing that such Company Materials as materials do not containing any contain material non-public information with respect to within the Company, its Subsidiaries or their respective securities for purposes meaning of United States U.S. federal and state securities laws. In no event shall the Company designate as Public Lender information or request that the Administrative Agent post or otherwise provide (and the Administrative Agent agrees that it will not post or otherwise provide) to Public Lenders, it being understood that such Company Materials are subject to Section 10.08; any compliance certificates or budgets (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat or any Company Materials other materials that are not marked “PUBLIC” expressly identified in writing by the Company to the Administrative Agent as being suitable only for posting on a portion of the Platform not designated “distribution to Public LenderLenders).”

Certificates; Other Information. The Company shall furnish Furnish to the Agent, for further distribution Co- Administrative Agents who will forward to each Lender (or, in the case of clause (f), to the relevant Lender:): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bSECTION 6.1(A), a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefore no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a)SECTION 6.1, (i) a certificate of a Responsible Officer of the Independent Auditor that reported on Company and the Borrower stating that, to the best of such financial statements stating (i) whether Responsible Officer's knowledge, each Loan Party during the course such period has observed or performed all of its examination of 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 financial statements it Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate (A) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement (including, without limitation, SECTION 7.1) referred to therein as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be, and, if a Default relating to accounting matters has come to its attentionapplicable, specifying for determining the nature Applicable Margins and period Commitment Fee Rate, (B) certifying the calculation of existence thereof the Senior Debt Limit as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be, and (iiiC) stating whether or not, certifying the value of the oil and gas properties of the Company and its Subsidiaries over which a Lien has been created pursuant to SECTION 7.3(J) and such certificate shall set forth such calculation based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate applicable Engineering Reports delivered pursuant to Section 6.02(aSECTION 6.2(E) for and the average of the applicable Fiscal Year price assumptions and the current risk adjusted values for Other Proved Reserves used by the Co-Administrative Agents in the most recent determination of the Collateral Value pursuant to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementSECTION 2.14; (c) promptly upon receipt thereof, copies concurrently with the delivery of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the any financial statements pursuant to SECTION 6.1, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company made and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income)(collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such accountantsProjections are based on reasonable estimates, including the comment letter submitted by information and assumptions and that such accountants Responsible Officer has no reason to management believe that such Projections are incorrect or misleading in connection with their annual auditany material respect; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically 120 days following each Evaluation Date occurring on December 31 and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on 75 days following each other Evaluation Date, one or more engineering reports, prepared by the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender 's engineers and the Agent have access (whether certified by a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide Responsible Officer as to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, accuracy 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) completeness thereof (each, a “Public Lender”). The Company hereby agrees that (w"COMPANY REPORT") it will use commercially reasonable efforts or, in the case of each Evaluation Date occurring on December 31, prepared with respect to identify that portion not less than 70% of the reserve volume of the Company Materials that may be distributed to and its Subsidiaries (but in any event, not less than 90% of the Public Lenders and that all such Company Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that reserve volume used in the word “PUBLIC” shall appear prominently on determination of the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information Collateral Value with respect to such Evaluation Date) by independent petroleum engineers chosen by the CompanyCompany and acceptable to the Majority Lenders (each such report, an "INDEPENDENT REPORT", the Independent Reports collectively with the Company Reports, the "ENGINEERING REPORTS") together with all other information, reports and data which the Co-Administrative Agents have requested in connection therewith, which shall set forth for each oil and gas property or interest of the Company and its Subsidiaries or their respective securities for purposes the separate categories of United States federal Proved Developed Producing reserves, Proved Developed Non Producing reserves, Proved Developed Behind Pipe reserves, Proved Developed Shut-in reserves, and state securities laws, it being understood that Proved Undeveloped reserves attributable to such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through properties together with a portion projection of the Platform designated “Public Lender”; rate of production with respect thereto as of the date that is (A) with respect to any Evaluation Date that is December 31 and June 30, such Evaluation Date and (zB) with respect to any other Evaluation Date, the Agent last day of the fiscal quarter immediately preceding such Evaluation Date for which the Engineering Reports so required may be reasonably prepared, which report(s), in any case, shall distinguish (or shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on delivered together with a portion of the Platform not designated “Public Lender.”certificate from an appropriate officer of

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution Administrative Agent (which shall promptly furnish to each Lender), or, in the case of clause (g), to the relevant Lender (and/or Administrative Agent if making such request itself), in form and detail reasonably satisfactory to the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any failure by the Borrowers to comply with the terms, covenants, provisions or conditions of Articles VI, VII, VIII of this Agreement, except as specified in such certificate (iit being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) whether during concurrently with the course delivery of its examination of such any financial statements pursuant to Section 6.01 a duly completed and executed Compliance Certificate; provided that, it is understood such Compliance Certificate shall, among other provisions, contain certifications of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Event of Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth except as specified in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementcertificate; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit[reserved]; (d) promptlyno later than three (3) Business Day prior to the effectiveness thereof (or such shorter time period as may be agreed by the Administrative Agent), copies of all Forms 10-K and 10-Q that substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Company or any Subsidiary may file with ABL Loan Documents; (e) within five days after the SECsame are sent, copies of all financial statements and reports that the Company Borrower sends to the holders of any class of its shareholders and debt securities or public equity securities and, within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary Borrower may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after concurrently with the publication delivery thereof, notification copies of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof default notices received by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]ABL Agent; and (jg) promptly, such additional financial and other information regarding as any Lender through the business, financial Administrative Agent or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for Administrative Agent itself or at the request of any Lender, may from time to time reasonably request, including without limitation, information for purposes of compliance with applicable flood insurance regulations, applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(e) (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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that: (i) if so requested by the Administrative Agent or any Lender, with respect the Borrower shall deliver paper copies of such documents to clause the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) and (iii) of this paragraph, the Company Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. If so requested by the Administrative Agent or any Lender, the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(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 Company 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 Company Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials, projections and/or information and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on SyndTrak, ClearPar, IntraLinks or another a substantially similar secure electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the CompanyBorrower or its respective Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Borrower Materials that may be distributed to the Public Lenders and that (i) all such Company 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; (xii) by marking Company Borrower Materials “PUBLIC,” the Company Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company, its Subsidiaries Borrower or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that such Company to the extent the Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (yiii) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (ziv) the Administrative Agent shall be entitled to treat any Company the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, Administrative Agent for further distribution to each Lender: (a) concurrently with no later than five days after the delivery of (i) the financial statements referred to in Section 6.01(a) and or (ii) an Annual Report on Form 10-K (delivered pursuant to the last paragraph of Section 6.01(b6.01), but only to the extent permitted by accounting industry policies generally followed by independent certified public accountants, a Compliance Certificate executed by a Responsible Officercertificate of the independent certified public accountants certifying such financial statements; (b) concurrently with no later than five days after the delivery of (i) the financial statements referred to in Sections 6.01(a) and (b) or (ii) an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q (in either case, delivered pursuant to the last paragraph of Section 6.01), (x) only during any period in which the Financial Covenant is applicable, a duly completed Compliance Certificate, (y) a certificate setting forth the then Applicable Rate and Applicable Commitment Fee, in either case, signed by a Responsible Officer of the Borrower, and (z) at the time of the delivery of the financial statements referred to provided for in Section Sections 6.01(a)) beginning with the fiscal year ending on December 31, 2022, a certificate of a Responsible Officer of the Independent Auditor that reported on Borrower setting forth in reasonable detail the calculation of Excess Cash Flow and the amount available under clause (c) of the first paragraph of Section 7.05 as at the end of the fiscal year to which such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines)relate, (ii) if in each case, which delivery may, unless the Administrative Agent or a Default relating Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to accounting matters has come to its attention, specifying the nature and period of existence be an original authentic counterpart thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementall purposes); (c) promptly upon receipt filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which the Borrower (or any Permitted Parent) or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all final financial statements, proxy statements and material reports submitted that the Borrower or any of the Restricted Subsidiaries shall send to the Company by independent public accountants in connection with each annual, interim or special audit holders of any publicly issued debt of the financial statements Borrower and/or any of the Company made by Restricted Subsidiaries in their capacity as such accountantsholders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, including and subject to the comment letter submitted by confidentiality and all other provisions of this Agreement, such accountants other information (financial, legal, business, corporate affairs or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to management in connection with their annual audittime; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (ie) [reserved]promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non- U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries; and (jf) promptlypromptly after the assertion or occurrence thereof, such additional information regarding the business, financial notice of any action arising under any Environmental Law against or corporate affairs of the Company any noncompliance by any Loan Party or any Subsidiary, of its Subsidiaries with any Environmental Law or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may from time Environmental Permit that could reasonably be expected to time reasonably requesthave a Material Adverse Effect. Documents required to be delivered pursuant to Section 6.016.01(a), Section 6.02 (b), or (d) or Section 6.03 6.02(c) (or 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 Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency the Platform 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 or whether sponsored by the Administrative Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) of this paragraph, the Company Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and, solely with respect to clause (ii), described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Company 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 and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks IntraLinks/IntraAgency, Syndtrak or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information (within the meaning of United States federal and state securities laws) with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it they will use commercially reasonable efforts to identify that portion of the Company Borrower Materials that may be distributed to the Public Lenders and that (w) all such Company Borrower Materials shall be clearly and conspicuously marked “PUBLIC,PUBLIC SIDE” which, at a minimum, shall mean that the word “PUBLICPUBLIC SIDE” shall appear prominently on the first page thereof; (x) by marking Company Borrower Materials “PUBLICPUBLIC SIDE,” the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their respective securities for purposes of United States federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.08); (y) all Company Borrower Materials marked “PUBLICPUBLIC SIDE” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information” and (z) the Agent shall be entitled to treat any Company Borrower Materials that are not marked “PUBLICPUBLIC SIDE” as being shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.” Notwithstanding anything herein to the contrary, financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(b) shall be deemed to be suitable for posting on a portion of the Platform designated “Public Side Information.”

Certificates; Other Information. The Company shall furnish Deliver to the Facility Agent, for further distribution in form and detail satisfactory to each Lenderthe Facility Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b5.01(a), a Compliance Certificate executed by a Responsible Officercertificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a5.01(a) and (b), a certificate duly completed Compliance Certificate signed by a Responsible Officer of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementCompany; (c) promptly upon receipt thereofafter the same are available, copies of all final reports submitted each annual report, proxy or financial statement or other report or communication sent to the Company by independent public accountants in connection with each stockholders of the Company, and copies of all annual, interim regular, periodic and special reports and registration statements which the Company may file or special audit be required to file with the SEC under Section 13 or 15(d) of the financial statements Securities Exchange Act of 1934, and not otherwise required to be delivered to the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditFacility Agent pursuant hereto; (d) promptlypromptly after the furnishing thereof, copies of all Forms 10-K and 10-Q that the Company any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary may file with pursuant to the SECterms of any indenture, all financial statements loan or credit or similar agreement and reports that not otherwise required to be furnished to the Company sends Lenders pursuant to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company Section 5.01 or any Subsidiary may make to, or file with, the SECother clause of this Section; (e) [Reserved]; (f) promptly promptly, and in any event within three five Business Days after the publication receipt thereof by any Loan Party or any Subsidiary thereof, notification copies of each notice or other correspondence received from the SEC or the U.S. Department of Justice concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Loan Party or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt Subsidiary thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (jf) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Facility Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, 5.01(a) or (b) or paragraph (c) of this Section 6.02 or Section 6.03 (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02xxx.xxxx.xxx; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the Facility Agent have has access (whether a commercial, third-party website or whether sponsored by the Facility Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) of this paragraph, that the Company shall notify the Facility Agent (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Facility Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 5.02(b) to the Facility Agent. Except for such Compliance Certificates, the Facility 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 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 documents. The Company hereby acknowledges that (a) the Facility Agent will may make available to the Lenders and the Issuing Bank materials and/or information and projections provided by or on behalf of the Company hereunder (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, Company or its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the all Company Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent Facility Agent, the Issuing Bank and the Lenders to treat such Company Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company, Company or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public LenderInvestor”; and (z) the Facility Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderInvestor”.”

Certificates; Other Information. The Company Borrower shall furnish deliver to the Agent, Administrative Agent (for further distribution to the Lenders), in the case of clauses (a) and (b) below or to each requesting Lender, in the case of clauses (c) and (d) below: (a) concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and Section 6.01(b(b), a duly completed Compliance Certificate executed signed by a Responsible Officerthe chief executive officer, chief accounting officer, chief financial officer, treasurer or controller of the Borrower; (b) concurrently promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the delivery SEC, or any Governmental Authority succeeding to any or all of the financial statements referred to in Section 6.01(a), a certificate functions of the Independent Auditor SEC, or with any national securities exchange, as the case may be, in each case that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating is not otherwise required to accounting matters (which certificate may be limited delivered to the extent required by auditing rules Administrative Agent pursuant hereto; provided that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxxx.xxx (or guidelines), (iiany successor page) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementat xxxx://xxx.xxx.xxx; (c) promptly upon receipt thereof, copies of all final reports submitted subject to any confidentiality obligations imposed on the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company Borrower or any Subsidiary may file with the SECby applicable Law, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regularcourt order, periodic contract or special reports (including Form 8-K) that the Company or any Subsidiary may make tootherwise, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably requestrequest in connection with this Agreement; and (d) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation. Documents Notwithstanding the foregoing, the information required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or Section 6.03 may be delivered electronically and if so delivered, (b) shall be (x) deemed to have been delivered on the date (iA) on which the Company posts such documents or provides a link thereto on the Company’s website information has been posted on the Internet at xxx.xxx.xxx or such other website previously notified by the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Borrower to the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, Administrative Agent to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (iiiB) on which such documents are made publicly available at xxx.xxx.xxx; provided thatthe Public Company files its Form 10-K or 10-Q, as applicable, with respect to clause (ii) the SEC and (iiiy) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent extent relating to a Public Company that is a Parent Entity, accompanied by electronic mail electronic versions (i.e.consolidating information that explains in reasonable detail the differences between the information relating to the Public Company, soft copies) of such documentson the one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand. Except for Compliance Certificates, the 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 Company 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 Company hereby acknowledges that (aDocuments required to be delivered pursuant to Section 6.01 and Section 6.02(b) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.delivered electronically and if so delivered, Lenders that do not wish to receive material non-public information with respect to the Company, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized been delivered on the date (i) on which such information has been posted on the internet at xxx.xxx.xxx or such other website previously notified by the Borrower to the Administrative Agent to which each Lender and the Lenders to treat such Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), (ii) on which the Relevant Public Company Materials files its Form 10-K or 10-Q, as not containing any material non-public information applicable, with respect the SEC; provided that, in the case of this clause (ii), to the extent relating to a Relevant Public Company that is a parent entity, such delivery is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Relevant Public Company, on the one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand or their respective securities for purposes of United States federal (iii) on which such documents are posted on the Borrower’s behalf on Syndtrak or another relevant website, if any, to which each Lender and state securities lawsthe Administrative Agent have access (whether a commercial, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of third-party website or whether sponsored by the Platform designated “Public Lender”; and (z) the Agent Administrative Agent). Each Lender shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only solely responsible for posting on a portion timely accessing posted documents and maintaining its copies of the Platform not designated “Public Lendersuch documents.”

Certificates; Other Information. The Company shall furnish Deliver to the AgentL/C Issuer, for further distribution in form and detail satisfactory to each Lenderthe L/C Issuer: (a) concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and Section ), 6.01(b), and 6.01(c), a duly completed Compliance Certificate executed signed by a Responsible Officer;Officer of the Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP; and (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Independent Auditor that reported on such financial statements stating at least ten (i10) whether during the course of its examination of such financial statements it obtained knowledge days prior written notice of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines)change in Borrower’s corporate name, (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period in Borrower’s corporate structure or jurisdiction of existence thereof and formation or (iii) stating whether in Borrower’s federal taxpayer identification number or not, based on organizational number assigned to it by its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms state of this Agreement;organization. (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptly, such additional information regarding the businessbusiness affairs, financial condition or corporate affairs operations of the Company any Borrower or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself or at the request of any Lender, L/C Issuer may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01Sections 6.01(a), 6.01(b) or Section 6.02 or Section 6.03 (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 Company Lead Borrower posts such documents documents, or provides a link thereto on the CompanyLead 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 CompanyLead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the Agent have L/C Issuer has access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (iiL/C Issuer), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution in form and detail satisfactory to each Lenderthe Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a Compliance Certificate executed by a Responsible Officer[Reserved]; (b) concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and (c) (commencing with the delivery of the financial statements for the Fiscal Month ended December 30, 2017), a certificate duly completed Compliance Certificate signed by a Responsible Officer of the Independent Auditor that reported on Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementGAAP; (c) promptly upon receipt thereofon the Wednesday of each week (or, copies if such day is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Borrowing Base and the Revolving Borrowing Base as of all final reports submitted the close of business on Friday of the immediately preceding week, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower (provided that, in the event of any Disposition of, or casualty or condemnation of, any Term Loan Priority Collateral with an aggregate value in excess of $500,000, the Borrowers shall deliver to the Company by independent public accountants in connection with each annualAdministrative Agent an updated Borrowing Base Certificate reflecting such Disposition, interim casualty or special audit of condemnation not later than the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditnext Business Day); (d) promptlypromptly upon receipt, copies of all Forms 10-K and 10-Q that any detailed audit reports, management letters or recommendations submitted to the Company 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 accounts or books of the Loan Parties or any Subsidiary may file with the SECSubsidiary, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make toaudit of any of them, or file withincluding, the SECwithout limitation, specifying any Internal Control Event; (e) [Reserved]promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Loan Parties, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) the financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (g) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (h) as soon as available, but in any event within 30 days after the end of each fiscal year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; (i) promptly after the Administrative Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness; (j) promptly, and in any event within three five Business Days after the publication receipt thereof by any Loan Party or any Subsidiary thereof, notification copies of 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 financial or other operational results of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries Loan Party or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery Subsidiary thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; and (jk) promptly, such additional information regarding the businessbusiness affairs, financial condition or corporate affairs operations of the Company any Loan Party or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.016.01(a), Section 6.02 (b), or (c) or Section 6.03 6.02(d) or (e) (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 Company Lead Borrower posts such documents documents, or provides a link thereto on the CompanyLead 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 CompanyLead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Lead Borrower shall deliver paper copies of such documents to clause 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) and (iii) of this paragraph, the Company Lead Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Notwithstanding anything contained herein, in every instance the Lead Borrower shall be required to provide electronic copies (in .pdf format) (or, at the request of the Administrative Agent, paper copies) of the Compliance Certificates, Certificates required by Section 6.02(b) to the Administrative Agent. 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 Company 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 Company Loan Parties hereby acknowledges acknowledge that (a) the Administrative Agent will and/or the Arranger may make available to the Lenders materials and/or information and projections provided by or on behalf of the Loan Parties hereunder (collectively, “Company Borrower Materials”) to the Lenders by electronic mail or by posting the Company Borrower Materials on IntraLinks Debt Domain, IntraLinks, Syndtrak or another similar secure 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, its Subsidiaries Loan Parties or their respective securities) (each, a “Public Lender”). The Company Loan Parties hereby agrees agree that (w) it 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 Company Borrower Materials that may be distributed to the Public Lenders and that (w) all such Company 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 Company Borrower Materials “PUBLIC,” the Company Loan Parties shall be deemed to have authorized the Agent Administrative Agent, the Arranger and the Lenders to treat such Company Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company, its Subsidiaries Loan Parties or their respective securities for purposes of United States federal the Securities Laws and applicable state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a any portion of the a Platform designated “Public Lender”Investor” or electronic emails distributed to Public Lenders; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for electronic mail distributions that do not have any Public Lenders (other than any individual at or on behalf of such Public Lender designated to receive “Private Side Information” or similar designation) or for posting on a portion of the any Platform not designated “Public LenderInvestor.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and Section 6.01(b(b), a duly completed Compliance Certificate executed signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, which shall include a Responsible Officercertification of compliance with the covenants set forth in Section 7.07; (b) concurrently promptly after any reasonable request by the Administrative Agent, copies of any detailed audit reports or management letters by independent accountants in connection with the delivery accounts or books of the financial statements referred to in Section 6.01(a)Borrower, a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge or any audit of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementthem; (c) promptly upon receipt thereofafter the same are available, copies of all final reports submitted each annual report, proxy or financial statement or other report or communication sent generally to the Company by independent public accountants in connection with each annual, interim or special audit stockholders of the financial statements of the Company made by Borrower, acting in such accountantscapacity, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, and copies of all Forms 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, and not otherwise required to be delivered to the Administrative Agent pursuant hereto (including, without limitation, all form 10-K and 10-Q that the Company reports but excluding any Form S-8 or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECsimilar form); (ed) [Reserved]; at least ten (f10) promptly and in any event within three Business Days after the publication thereofprior to such change, notification notice of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) change to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the CompanyBorrower’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]legal name; and (je) promptly, such additional information regarding (i) the business, financial or corporate affairs of the Company or any SubsidiaryBorrower, including as may be necessary for a Lender to ensure compliance with applicable Law, or (ii) compliance with the terms of any the Loan DocumentDocuments, in each case, as the Agent, for itself Administrative Agent or at any Lender acting through the request of any Lender, Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, 6.01 or Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0210.02 (provided that 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); or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c), on which such items have been made publicly available at xxx.xxx.xxx; provided that, on the SEC website. Except with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for 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 Company 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 Company 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 and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on Syndtrak, IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyBorrower or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Borrower or its Subsidiaries or their respective securities for purposes of United States federal and state Federal securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform that is designated “Public LenderInvestor Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public LenderInvestor Side Information”.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b7.01(a), a Compliance Certificate executed by a Responsible Officercertificate of its independent certified public accountants (which may be limited to accounting matters) certifying such financial statements; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a7.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended March 31, 2005), a certificate duly completed Compliance Certificate signed by a Responsible Officer of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this AgreementBorrower; (c) promptly upon receipt thereof, copies at least 30 days after the end of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit fiscal year of the Borrower, an annual business plan and budget of the Consolidated Parties containing, among other things, pro forma financial statements of for the Company made by such accountantsnext fiscal year, including the comment letter submitted by such accountants to management in connection beginning with their an annual auditbusiness plan and budget for fiscal year 2006; (d) promptlypromptly after the same are available, copies of all Forms 10-K and 10-Q that each annual report, proxy or financial statement or other report or communication sent to the Company or any Subsidiary may file with stockholders of the SECBorrower, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and annual, regular, periodic or and special reports (including Form 8-Kand registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any Securities Exchange Act of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]1934; and (je) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 7.01 or Section 6.03 7.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents documents, or provides a link thereto thereto, on the Company’s Borrower's website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s Borrower's behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the Administrative Agent have are offered access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (iii) on which such documents are made publicly become available on the website of the SEC at xxx.xxx.xxxhxxx://xxx/xxx/xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, that the Company Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect (other than those referred to in clause (ii), d) above that have been posted to the SEC's website) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 7.02(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 Company 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 Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Deliver to the Administrative Agent, for further distribution to each Lender: (a) 1. concurrently with the delivery of the each financial statements referred statement pursuant to in Section 6.01(asubsections (a) and (b) of Section 6.01(b)6.01, a Compliance Certificate executed signed on behalf of the Borrower by a Responsible Officerthe chief financial officer or treasurer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance for such fiscal year and quarter with the covenants contained in Section 7.04 hereof; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a)2. as soon as practicable, a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly, copies of all Borrower’s filed SEC Forms 10-K and 10-Q that Q, (ii) copies of all financial statements, proxy material, and reports as the Company or any Subsidiary may file Borrower shall send to its stockholders, (iii) copies of all other filings the Borrower makes with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-Kiv) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed opinion required by applicable Law or otherwise delivered, by the independent accounting firm providing the certifications referenced in Section 6.01(a), to the Company Board of Directors of the Borrower assessing the Borrower’s internal controls over financial reporting in accordance with Item 308 of SEC Regulations S-K, PCAOB Auditing Standard No. 5 and Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, and (v) notice of any amendment to the charter or by-laws of the Borrower or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]Significant Subsidiary; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, may 3. from time to time time, with reasonable promptness, and in form and detail satisfactory to the Administrative Agent and the Required Lenders, such other financial data and other information or documents (financial or non-financial) about the Borrower and each Subsidiary (including accountants’ management letters and annual budgets) as the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(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 Company Borrower posts such documents documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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) or (iii) on which the Borrower shall deliver paper copies of such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause the Administrative Agent or any 129229619_9 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 (ii) and (iii) of this paragraph, the Company Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 Company 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 Company Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Arrangers will make available to the Lenders materials and/or information and projections provided by or on behalf of the Borrower hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks Syndtrak, ClearPar, or another a substantially similar secure electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyBorrower or its Subsidiaries, its Subsidiaries or their 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, a “Public Lender”). The Company Borrower hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” the Company Borrower shall be deemed to have authorized the Agent Administrative Agent, the Joint Arrangers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Borrower or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; Side Information;” and (z) the Administrative Agent and the Joint Arrangers shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. The Company shall furnish to the Agent, for further distribution Agent (which shall promptly make available to each Lender:): (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bsubsection 7.01(a), a Compliance Certificate executed by a Responsible Officercertificate of the Independent Auditor 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 Section 6.01(asubsections 7.01(a) and (b), a certificate of the Independent Auditor that reported on such financial statements stating (i) whether during the course of its examination of such financial statements it obtained knowledge of any Default relating to accounting matters (which certificate may be limited to the extent required by auditing rules or guidelines), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreementexecuted by a Responsible Officer; (c) promptly upon receipt thereof, copies of all final reports submitted to concurrently with the Company by independent public accountants in connection with each annual, interim or special audit delivery of the financial statements of referred to in subsection 7.01(a), a consolidating income statement for such year (which need not be audited) setting forth in comparative form the Company made by such accountants, including figures for the comment letter submitted by such accountants to management in connection with their annual auditprevious fiscal year; (d) promptly, copies of all financial statements and reports that the Company sends to its shareholders, and copies of all registration statements (other than Exhibits thereto and any registration statements on Form S-8 or its equivalent) and final reports on Forms 10-K and 10-Q that the Company or any Subsidiary may file shall have filed with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved]; (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (je) promptly, such additional information regarding the business, financial position or corporate organizational affairs of the Company or any Subsidiary, or compliance with the terms of any Loan Document, Subsidiary as the Agent, for itself or at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 7.01 or Section 6.03 subsection 7.02(d) (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx); provided that, with respect to clause (ii) and (iii) of this paragraph, that the Company shall notify (which may be by facsimile or electronic mail) the Agent (which shall notify each Lender) of the posting of any such documents document and, solely with respect to clause (ii)promptly upon request by the Agent, provide to the Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Agent. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by subsection 7.02(b) to the Agent. Except for such Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall furnish Furnish to the Administrative Agent, with a copy for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(bsubsection 9.1(a), a Compliance Certificate executed by a Responsible Officercompliance certificate of the independent certified public accountants reporting on such financial statements 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 Section 6.01(asubsections 9.1(a) and (b), a compliance certificate of the Independent Auditor that reported on such financial statements stating a Responsible Officer (i) whether stating that, to the best of such Responsible Officer's knowledge, during such period (A) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the course Company has complied with the requirements of subsection 9.10 with respect thereto), (B) neither the Company nor any of its examination 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 (C) the Company 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 financial statements it Officer has obtained no knowledge of any Default relating to accounting matters (which or Event of Default except as specified in such certificate may be limited to the extent required by auditing rules or guidelines), and (ii) if a Default relating setting forth in reasonable detail the calculations required to accounting matters has come to its attentiondetermine (A) compliance with subsection 10.1, specifying (B) the nature and period Applicable Margin then in effect for each Type of existence thereof Loan and (iiiC) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that in the matters set forth case of the compliance certificate delivered in Schedule 3 to connection with the Compliance Certificate financial statements delivered pursuant to Section 6.02(a) subsection 9.1(a), the Excess Cash Flow for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement;relevant fiscal year; 70 63 (c) promptly upon receipt thereofafter approval by the Board of Directors of the Company, copies but in any event not later than the last Business Day of all final reports submitted to the second calendar month of each fiscal year of the Company, a copy of the projections by the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements operating budget and cash flow budget of the Company made and its Subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such accountants, including projections have been prepared on the comment letter submitted by basis of sound financial planning practice and that such accountants Responsible Officer has no reason to management believe they are incorrect or misleading in connection with their annual auditany material respect; (d) promptlyconcurrently with the delivery of the financial statements referred to in subsections 9.1(a) and (b), a comparison (with a discussion of material differences) in reasonable detail of the revenues and EBITDA (and, in the case of the financial statements referred to in subsection 9.1(a), asset utilization) of the Company and its Subsidiaries, on a divisional basis, for the period covered by the financial statements to the budgeted results for such period delivered to the Lenders prior to the Closing Date or after the Closing Date, pursuant to paragraph (c) above (it being understood that any such comparison and discussion shall be prepared in a manner consistent with past practice as disclosed to the Administrative Agent and any comparison so prepared shall satisfy the requirements of this paragraph); (e) within fifteen days after the same are sent, copies of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that which the Company sends to its shareholders stockholders, and within five days after the same are filed, copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that which the Company or any Subsidiary may make to, or file with, the SEC; (e) [Reserved];Securities and Exchange Commission or any successor or analogous Governmental Authority; and (f) promptly and in any event within three Business Days after the publication thereof, notification of any changes after the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect of the Company, any of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]; and (j) promptlysoon as practicable, such additional financial and other information regarding the business, financial or corporate affairs of the Company or as any Subsidiary, or compliance with the terms of any Loan Document, as the Agent, for itself or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraph, the Company shall notify (which may be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the 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 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.”

Certificates; Other Information. The Company shall will furnish to the Agent, for further distribution to Agent and each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(aSubsection 6.1(a) and Section 6.01(b(or on such later date as received by the Company), (i) a Compliance Certificate executed certificate of the independent accountants reporting on such financial information stating that in the course of performing its audit of the Company's financial statements, no knowledge was obtained of any Default, except as specified in such certificate and (ii) a copy of the management letter delivered to the Company by its independent accountants in connection with such financial statements or, if there is no management letter, a Responsible Officerletter from such independent accountants that no material weakness in internal control came to the attention of such accountants during such examinations other than weaknesses that have been corrected; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(aSubsections 6.1(a) and (b), a certificate signed by the chief financial officer of the Independent Auditor that reported on Company setting forth computations in reasonable detail demonstrating compliance with the financial covenants set forth in Section 7, including compliance with Section 7.17, together with a statement that, to the best of such financial statements stating (i) whether officer's knowledge, the Company during the course relevant period has observed or performed all of its examination of covenants and other agreements hereunder, and satisfied every condition contained in this Agreement to be observed, performed or satisfied by it, and that such financial statements it officer has obtained no knowledge of any Default relating except as described in such certificate (any such description to accounting matters (which certificate may be limited in reasonable detail and to the extent required by auditing rules or guidelinesinclude a description of any action to be taken with respect to such Default), (ii) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iii) stating whether or not, based on its audit examination, anything has come to its attention that causes them to believe that the matters set forth in Schedule 3 to the Compliance Certificate delivered pursuant to Section 6.02(a) for the applicable Fiscal Year to the extent such matters relate to accounting are not stated in accordance with the terms of this Agreement; (c) promptly upon receipt thereofpromptly, copies of all final reports submitted to any regular and periodic financial information, and any other information and reports, which the Company by independent public accountants in connection with each annual, interim shall send or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants make generally available to management in connection with their annual auditits security holders; (d) promptlywithin 45 days after the end of each fiscal year of the Company, copies a report in form and substance reasonably satisfactory to the Agent outlining any changes in the Company's insurance coverage during such year and any changes planned in the subsequent fiscal year which materially affect such insurance coverage and evidence of all Forms 10-K its insurance coverage for casualty losses and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file with, the SECprofessional liability; (e) [Reserved]; (f) promptly and in at least once during any event within three Business Days after 90 day period, a certificate of recent date from the publication thereofSecretary of State, notification of any changes after or other appropriate authority, evidencing the date hereof in any rating given by S&P, Xxxxx’x, Fitch or A.M. Best in respect good standing of the CompanyCompany and each Significant Subsidiary in its jurisdiction of incorporation and, any if different, its principal place of its Subsidiaries or any of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy of any written communication addressed to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests of the Company, such Subsidiary or the Lenders delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agency; (h) [reserved]; (i) [reserved]business; and (jf) promptly, such additional financial and other information regarding as the business, financial or corporate affairs of the Company Agent or any Subsidiary, or compliance with the terms of any Loan Document, as Lender (acting through the Agent, for itself or at the request of any Lender, ) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 It is understood that the foregoing certificates may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which made by officers of the Company posts in reliance on information provided by other officers, employees or agents of the Company and its Subsidiaries. As long as any of the foregoing certificates is provided in good faith and without actual knowledge that such documents certificate contains any inaccuracy or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) or (iii) on which such documents are made publicly available at xxx.xxx.xxx; provided that, with respect to clause (ii) and (iii) of this paragraphmaterial omission, the Company officer signing such certificate shall notify (which may not be by facsimile or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), provide personally liable to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except or any Lender for Compliance Certificates, the Agent shall have no obligation to request the delivery omissions or to maintain copies of the documents referred to above, and inaccuracies contained 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 documents. The Company hereby acknowledges that (a) the Agent will make available information and projections (collectively, “Company Materials”) to the Lenders by posting the Company Materials on IntraLinks or another similar secure 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, its Subsidiaries or their respective securities) (each, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Lenders and that all such Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws, it being understood that such Company Materials are subject to Section 10.08; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lendercertificate.”

Certificates; Other Information. The Company shall furnish Deliver to the Agent, for further distribution to Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with Concurrently with: (i) the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b) (with respect to the last month of each fiscal quarter), (A) a duly completed Compliance Certificate signed by a Responsible Officer of the Company, including the calculation of the financial covenants set forth in Section 7.11(a), (b) and (c) and the Consolidated Total Debt to EBITDA Ratio and (B) a schedule (which such schedule may be included in the Compliance Certificate delivered with respect to such period) describing all actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority seeking damages or other remedies in excess of $5,000,000; (ii) the delivery of the financial statements referred to in Section 6.01(b) (with respect to each month other than the last month of a fiscal quarter), a duly completed Compliance Certificate executed signed by a Responsible OfficerOfficer of the Company, but only including the calculation of the financial covenant set forth in Section 7.11(a); (biii) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of financial projections for the Independent Auditor that reported on such financial statements stating (i) whether during 12 months succeeding the course of its examination date of such financial statements it obtained knowledge statements, such projections to be prepared by management of any Default relating to accounting matters (which certificate may be limited the Company, in form satisfactory to the extent required by auditing rules or guidelinesAdministrative Agent; and (iv) any event described herein requiring Pro Forma Compliance, a duly completed Pro Forma Compliance Certificate (including the calculation of the financial covenants set forth in Section 7.11(a), (iib) if a Default relating to accounting matters has come to its attention, specifying the nature and period of existence thereof and (iiic) stating whether and the Consolidated Total Debt to EBITDA Ratio) or notPro Forma Used Vehicle Borrowing Base Certificate, based on its audit examinationas applicable, anything has come to its attention that causes them to believe that signed by a Responsible Officer of the matters set forth in Schedule 3 to Company; (b) within twenty (20) days after the Compliance end of each calendar month, a duly completed Used Vehicle Borrowing Base Certificate delivered pursuant to Section 6.02(a) for signed by a Responsible Officer of the applicable Fiscal Year to Company as at the extent end of such matters relate to accounting are not stated in accordance with calendar month; provided that, if any Event of Default shall have occurred and be continuing, the terms Company shall deliver such Used Vehicle Borrowing Base Certificates, each signed by a Responsible Officer of this Agreementthe Company, at any other time requested by the Administrative Agent; (c) promptly upon receipt thereofin the event of any Disposition resulting in Net Cash Proceeds in an amount greater than $25,000,000 (excluding the value of New Vehicles sold in such Disposition) and concurrently with the delivery of a notice of Disposition required pursuant to Section 6.03(g), copies or any Removed Franchise, a duly completed Used Vehicle Borrowing Base Certificate giving pro forma effect to such Disposition or Removed Franchise, based on the prior month’s Used Vehicle Borrowing Base Certificate, and subtracting sold assets or removed assets, as applicable, but reflecting prepayments of all final reports submitted Used Vehicle Floorplan Loans required pursuant to the Company by independent public accountants Section 2.09(e) in connection with each annual, interim such Disposition or special audit Removed Franchise and delivery of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual auditcertificates; (d) promptly, copies in the event of all Forms 10-K and 10-Q that the Company or any Subsidiary may file with the SEC, all financial statements and reports that the Company sends to its shareholders and copies of all other financial statements and regular, periodic or special reports (including Form 8-K) that the Company or any Subsidiary may make to, or file withAcquisition, the SECcertificates and information required by Section 7.12; (e) [Reserved]within a reasonable period of time after any request by the Administrative Agent, Vehicle Title Documentation and manufacturer/dealer statements; (f) promptly and in after any event within three Business Days after request by the publication thereofAdministrative Agent or any Lender, notification copies of any changes after detailed audit reports, management letters or recommendations submitted to the date hereof in any rating given by S&P, Xxxxx’x, Fitch board of directors (or A.M. Best in respect the audit committee of the Company, any board of its Subsidiaries directors) of the Company by independent accountants in connection with the accounts or any books of their Indebtedness or securities; (g) to the extent not otherwise provided under Section 6.01 or Section 6.02, promptly upon receipt thereof, or delivery thereof by the Company or any Subsidiary, as applicable, a copy or any audit of any written of them; (g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication addressed sent to the Company or any of its Subsidiaries setting forth or relating to the Company’s and its Subsidiaries’ operations that may reasonably be expected to be materially adverse to the interests stockholders of the Company, such Subsidiary and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the Lenders SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to or received from S&P, Xxxxx’x, Fitch or A.M. Best or any other rating agencythe Administrative Agent pursuant hereto; (h) [reserved]promptly, and in any event within five Business 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 possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (i) [reserved]promptly after any request by the Administrative Agent, copies of any non-cancelable purchase and sale agreement referenced in the definition of “Consolidated Current Assets”; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Agent, for itself Administrative Agent or at the request of any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01, Section 6.02 6.01(a) or (b) or Section 6.03 6.02(g) (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 Company posts such documents documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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 made publicly available at xxx.xxx.xxx); provided that, with respect : (i) the Company shall deliver paper copies of such documents to clause the Administrative Agent or any Lender that requests the Company 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) and (iii) of this paragraph, the Company shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Agent of the posting of any such documents and, solely with respect to clause (ii), and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) 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 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 documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information and projections provided by or on behalf of the Company hereunder (collectively, “Company Borrower Materials”) to the Lenders by posting the Company Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the CompanyCompany or its Affiliates, its Subsidiaries or their 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, a “Public Lender”). The Company hereby agrees that (w) it will use commercially reasonable efforts to identify that portion of the Company all Borrower Materials that may are to be distributed made available to the Public Lenders and that all such Company 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 Company Borrower Materials “PUBLIC,” ”, the Company shall be deemed to have authorized the Agent Administrative Agent, the Arranger, and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company, Company or its Subsidiaries or their respective securities for purposes of United States federal Federal and state securities lawslaws (provided, it being understood however, that to the extent such Company Borrower Materials are subject to constitute Information, they shall be treated as set forth in Section 10.0810.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public LenderSide Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public LenderSide Information”.”