Common use of Certificates; Other Information Clause in Contracts

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document until the Cure Amount has been received (unless the Loans and other obligations under the Loan Documents have been declared due and payable pursuant to Section 8.02(b)); (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a an updated list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirming that there have has been any changes no change in the identity of such Subsidiaries information since the Closing Date or the most recent list provideddate of the last such update); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif,” “pdf” and similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Parent Borrower or any Restricted Subsidiary 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; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) or material statements or material reports furnished that could reasonably be expected to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case result in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Material Adverse Effect; (ed) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03 of the Chief Executive Office of each Loan Party of the Perfection Certificate U.S. Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such reportCompliance Certificate, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and ), (iii) a list of each Subsidiary of the Borrower Subsidiaries that identifies each Subsidiary as a Restricted Material Subsidiary or an Unrestricted Immaterial Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent date of the last such list provided)and (iv) such other information required by the Compliance Certificate; (fe) within five no later than ninety (590) business days (or, with respect to the first fiscal year ended after the Closing Date, one hundred twenty (120) days) following the first day of receipt each fiscal year of notice thereof the Parent Borrower (commencing with the first day of the first fiscal year of the Parent Borrower ended after the Closing Date), an annual budget (on a quarterly basis) for such fiscal year in form customarily prepared by the Parent Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) and (b), Section 6.02(a), or Section 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 Parent Borrower posts such documents, or provides a link thereto on the Parent 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 Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Parent Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Parent Borrower or its Affiliates or any of their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the actual delivery of the financial statements referred to in Section Sections 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerBorrower and, to the extent resulting in any change to the Applicable ECF Percentage or Applicable Rate, setting forth the Consolidated First Lien Net Leverage Ratio (but without the requirement to provide any calculations thereof) as of the most recently ended Test Period; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied so long as such information is publicly available on the SEC’s XXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Notes Documents or any Junior Financing Documentation in each case in with a principal amount in excess of the Threshold Amount and, in each case, any Permitted Refinancing thereof, and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, Roadshow Access (if applicable) or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC,” the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws or is of a type that would be publicly available if the Borrower were a public reporting company (as reasonably determined by the Borrower). Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01 (excluding, for the avoidance of doubt, 6.01(c)) and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) and (iv) notices delivered pursuant to Section 6.03(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b5.1(a), commencing with a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of any Event of Default under Section 6.10 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a5.1(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or6.10, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.3; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of Administrative Agent and the nature and status of such eventLenders under any Credit Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Holdings or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Credit Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Credit Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.025.2; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a5.2(b), (i) in the case a certificate of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction Responsible Officer of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or Company either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the last most recent certificate delivered pursuant to this Section and/or identifying such report, changes and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)2.14; (f) within five (5) business days of receipt of notice thereof by the Borrower, promptly furnish to Collateral Agent written notice of any announcement change (i) in any Credit Party’s corporate name or (ii) in any Credit Party’s jurisdiction of organization. Company agrees not to effect or permit any change referred to in the Borrower’s corporate family rating from Xxxxx’x preceding sentence unless all filings have been made under the Uniform Commercial Code or corporate credit rating from S&Potherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, including outlooklegal and perfected security interest in all the Collateral as contemplated in the Collateral Documents; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties any Credit Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Credit Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. (1) upon written request by Administrative Agent, Company shall deliver paper copies of such documents to Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by Administrative Agent and (2) Company shall notify (which may be by facsimile or electronic mail) Administrative Agent of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 5.2(b) to Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender: (a) no later than five (5) days after the actual delivery of the financial statements referred to in Section Sections 6.01(a) and (b), ) (commencing with the first full fiscal quarter completed after the Closing Dateending June 30, 2017), a duly completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Parent Borrower or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied so long as such information is publicly available on the SEC’s XXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior Notes Documents or any Mezzanine Debt Documentation, or Junior Financing Subordinated Indebtedness Documentation in each case in with a principal amount in excess of the Threshold Amount and, in each case, any Permitted Refinancing thereof, and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections of the Perfection Certificate describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, Roadshow Access (if applicable) or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower hereby agrees to make all Borrower Materials that the Parent Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC,” the Parent Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws or is of a type that would be publically available if the Parent Borrower were a public reporting company (as determined by the Parent Borrower in good faith). Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01 (excluding, for the avoidance of doubt, 6.01(c)) and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) and (iv) notices delivered pursuant to Section 6.03(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Parent Borrower or its securities for purposes of United States federal or state securities laws. The Platform is provided “as is” and “as available.” The Agent-Related Persons do not warrant the adequacy of the Platform. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent-Related Person in connection with the Platform.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver Furnish to the Administrative Agent for prompt further distribution to and, except under paragraph (a) below, each Lenderof the Lenders: (a) no later than five (5) days after simultaneously with the delivery of the financial statements referred to in Section 6.01(asubsections 7.1(a) and (b), commencing with a certificate of the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer chief financial officer or treasurer of the Borrower, certifying that to the best of his knowledge (i) no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, with computations demonstrating compliance (or non-compliance, as the case may be) with the covenants contained in subsection 8.1, and (ii) such financial statements have been prepared in accordance with GAAP (subject in the case of subsection 7.1(b) to normal, recurring, year-end adjustments and except for the absence of GAAP notes thereto); (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary financial and other information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; (c) promptly after the same are available (which shall be deemed available on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxx.xxx or is available on the website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx (to the extent such information has been posted or is available as described in such notice)), and in any event within five (5) Business Days after the sending or filing thereof, copies of all proxy statements, financial statements and reports which the Borrower or any of its Subsidiaries sends to its stockholders, and copies of all regular, periodic and special reports and all registration statements which the Borrower or any such Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange or state securities administration; and (d) upon the reasonable request of Administrative Agent, copies of documents described in Sections 101(k) or 101(l) of ERISA that the Borrower or any ERISA Affiliate has received from any Multiemployer Plan with respect to such Multiemployer Plan.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its an independent registered public accounting firm of nationally recognized standing, with respect to the Borrower and its Subsidiaries, stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(c) may be satisfied if such information is publicly available on XXXXX; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior Notes Indenture and any Mezzanine Debt Permitted Refinancing thereof or any Junior Financing Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in i)in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. (a) Deliver to the Administrative Agent for prompt further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) no later than five (5) commencing with the fiscal quarter ended September 30, 2013, within 90 days after the delivery end of each fiscal year and within 45 days after the financial statements referred end of each of Parent Borrower’s first three quarters of each fiscal year (except with respect to in the Form 10-Q for the fiscal quarter ended September 30, 2013, for which the Compliance Certificate called for by this Section 6.01(a) and (b), commencing shall be delivered within five days after the Parent Borrower files such Quarterly Report on Form 10-Q with the first full fiscal quarter completed after the Closing DateSecurities and Exchange Commission), a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerParent Borrower and attaching a schedule listing any additions to, deletions from, or modifications of, the information in Schedule 5.01 as delivered on the Closing Date, as subsequently updated under this Section 6.02(a)(i) or indicating that that there have been no changes since the previous updates to Schedule 5.01; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (cii) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the unit holders of the Parent Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Parent Borrower or any Restricted Subsidiary files has filed with the SEC Securities and Exchange Commission under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case case, (1) which are not confidential in a principal amount nature, as permitted by applicable Laws, as required by contractual restrictions not entered into in excess contemplation of this Section 6.02(a)(ii), as permitted by recognized principles of privilege or as otherwise determined in good faith by the Threshold Amount Parent Borrower, and not otherwise (2) provided that documents required to be furnished delivered pursuant to this Section 6.02(a)(ii) shall be deemed delivered on the date that such documents are publicly available on “XXXXX” or other similar publicly accessible sources of which the Parent Borrower provides written notice to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Administrative Agent and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookLenders; and (giii) promptly, such additional customary information regarding the business, legal, financial or corporate partnership affairs of the Loan Parties a Borrower or any of their respective Restricted Subsidiaries, Subsidiary or compliance with the terms of the Loan Documents, Unrestricted Subsidiary as the Administrative Agent or Agent, at the request of any Lender through the Administrative Agent Lender, may from time to time reasonably request. (b) Documents required to be delivered pursuant to Section 6.01(a) or Section 6.02(a)(ii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto, on the Parent Borrower’s website on the Internet at the website address listed on Schedule 10.02, and, in either case, notifies the Administrative Agent by email of such posting or link; or (ii) on which such documents are posted on the Parent Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), whichever date shall first occur. Notwithstanding anything contained herein, in every instance the Parent Borrower shall be required to provide electronic, or if timely requested by the Administrative Agent, paper, copies of the Compliance Certificates required by Section 6.02(a)(i) 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 Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. (c) The Borrowers hereby acknowledge that (i) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of each Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may not wish to receive material non-public information with respect to the Borrowers or its securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that so long as either Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by so marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all such Borrower Materials so marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements or material reports furnished to to, any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Senior Notes Documentation, CMBS Facilities Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount or any Master Lease and (in each case) not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) with respect to financial statements delivered pursuant to Section 6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or or, if later, the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b2.06(b) and (iii) a an updated list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirming that there have has been any changes no change in the identity of such Subsidiaries information since the Closing Date or the most recent list provideddate of the last such update); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party, any Subsidiary or any of their respective Restricted SubsidiariesSpecified Lease Entity, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif”, “pdf” or similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Subordinated Notes Documentation or Junior Financing Documentation in each case Holdings Loan Documents in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Original Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and ), (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate Certificate, and (to iv) reasonably detailed calculations setting forth the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)available Cumulative Growth Amount; (f) within five (5) business days of receipt of notice thereof promptly, to the extent permitted by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x HIPAA or corporate credit rating from S&P, including outlook; and (g) promptlyother privacy laws or regulations, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and (g) concurrently with any delivery of financial statements referred to in Section 6.01(a), a certificate of a Responsible Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 on which such documents are sent via e-mail to the Administrative Agent at xxxxxxxxxxxxxxx@xxxxxxxxx.xxx and posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in the course of (i) making the examination necessary therefor and (b)ii) performing certain other procedures permitted by professional standards, commencing with no knowledge was obtained of any Event of Default under Section 7.11 or, if any Event of Default shall exist, stating the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or7.11, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the 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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) the Borrower shall deliver to the Administrative Agent within 120 days after the delivery end of each fiscal year of the Borrower an Officer’s Certificate, one of the signers of which shall be the principal executive officer, principal financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer officer or principal accounting officer of the Borrower, stating that a review of the activities of the Borrower and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Responsible Officer with a view to determining whether the Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating, as to such Responsible Officer signing such certificate, that to the best of his or her knowledge the Borrower has kept, observed, performed and fulfilled each and every condition and covenant contained in this Agreement and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Borrower is taking or proposes to take with respect thereto); (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (ci) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Loan Party 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; (dii) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a having an aggregate outstanding principal amount in excess of greater than the Threshold Amount so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (eiii) together with the delivery of each Compliance Certificate the financial statements pursuant to Section 6.02(a6.01(i), (iA) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.04(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Effective Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiiB) a list of each Subsidiary of the Borrower Subsidiaries that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance the Officer’s Certificate (delivered pursuant to the extent Section 6.02(a) or a confirmation that there have been any changes is no change in the identity of such Subsidiaries information since the Closing later of the Effective Date or the most recent list provided)date of the last such list; (fiv) within five promptly following any request by a Lender or the Administrative Agent therefor, on and after the effectiveness of the Pension Act, copies of (5A) business days any documents described in Section 101(k)(1) of ERISA that Holdings and any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (B) any notices described in Section 101(l)(1) of ERISA that Holdings or any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if Holdings or any of its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, Holdings or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookthereof; and (gv) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(i) or (ii) or Section 6.02(a)(i), (ii) or (iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents and 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 Holdings or the Borrower with any such request for delivery. Each of Holdings and the Borrower hereby acknowledges that (i) the Administrative Agent and the Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of Holdings and the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of Holdings and the Borrower hereby agrees that so long as Holdings or the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that: (w) all the Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Bookrunners and the Lenders to treat the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings or the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, neither Holdings nor the Borrower shall be under any obligation to xxxx the Borrower Materials “PUBLIC.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a7.01(a), a 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 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 (which certificate, when furnished by such accountants, may be limited to accounting matters and disclaim responsibility for legal interpretations); (b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; , (bi) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenant contained in Section 8.06, (ii) certifying that no later than five Default or Event of Default exists as of the date thereof (5or, to the extent a Default or Event of Default exists, the nature and extent thereof and the proposed actions of the Borrower with respect thereto) days after and (iii) including a summary of all material changes in GAAP affecting the delivery Borrower and in the consistent application thereof by the Borrower, the effect on the financial covenant resulting therefrom, and a reconciliation between calculation of the financial statements referred covenant before and after giving effect to in Section 6.01(asuch changes (which certificate may be delivered by electronic mail or by facsimile), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after requested by the Administrative Agent on behalf of 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; (d) promptly after the same are publicly 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 that the Borrower may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (de) promptly after the furnishing thereofsame are available on the applicable SEC website, until such time as the Rockwood Acquisition is consummated, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case audited consolidated balance sheets of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Rockwood and the jurisdiction of formation of each Loan Party and the location its Subsidiaries as of the Chief Executive Office end of, and related statements of each Loan Party income and cash flows of Rockwood and its Subsidiaries, for the Perfection Certificate or confirming that there has been no change in such information since fiscal year ending after December 31, 2013 and at least ninety (90) days prior to the Closing Funding Date or the date of the last such report, and (ii) a description the unaudited consolidated balance sheet of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) Rockwood and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary its Subsidiaries as of the date end of, and related statements of delivery income and cash flows of such Compliance Certificate Rockwood and its Subsidiaries, for each fiscal quarter ending after December 31, 2013 and at least forty-five (45) days prior to the extent that there have been any changes Funding Date, prepared in accordance with GAAP except for the identity absence of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookfootnotes and for normal year-end audit adjustments; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties Borrower or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or Agent, on behalf of any Lender through the Administrative Agent Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower 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) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) subject to procedures and confidentiality undertakings of the Platform and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. (a) Deliver to the Administrative Agent Agent, for prompt further distribution to each Lenderthe holders of the Notes: (ai) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b9.1(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly fully completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm Senior Financial Officer; and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (cii) concurrently with the delivery of the financial statements referred to in Section 9.1(a) and Section 9.1(b), a certificate by the Responsible Officer confirming compliance with the Leverage Ratio for the most recently ended fiscal quarter and providing for a detailed calculation of such Leverage Ratio; (iii) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which that the Borrower Company may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statementnational securities exchange, 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; (div) promptly promptly, and in any event within fifteen (15) Business Days after the furnishing receipt thereof by any Note Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any material requests applicable non-U.S. jurisdiction) concerning any investigation or material notices received possible investigation or other inquiry by any Loan Party (such agency regarding financial or other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) operational results of any Loan Note Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookthereof; and (gv) promptly, such additional customary information regarding the business, legal, financial or corporate affairs promptly after a reasonable request of the Loan Parties Agent, all documentation and other information required by the Agent, Purchasers or holders of a Note in order for such Person to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act. (b) Documents required to be delivered pursuant to Section 9.1 and Section 9.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (1) 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 19 and provides written notice thereof to the Agent (or to the extent any such documents are included in materials otherwise filed with the SEC, on the date such materials are filed, furnished (after giving effect to any extension thereof) or published by the Company on either the SEC’s XXXXX filing system), or (2) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each of the holders of a Note or the Agent have access (whether a commercial or third-party website or whether sponsored by the Agent); provided that (i) the Company shall deliver paper copies of such documents to the Agent and the holders of the Notes upon any of their respective Restricted Subsidiariesrequests to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such holder and (ii) the Company shall notify the Agent and the holders of the Notes (by facsimile or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Neither the holders of the Notes nor the Agent shall have an obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event the holders of the Notes and the Agent shall have no responsibility to monitor compliance by the Company with any such request by a holder of a Note or an Agent for delivery, and each holder of a Note or Agent shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. (c) The Company hereby acknowledges that (i) the Agent will make available to the holders of a Note materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks, Debtdomain, Syndtrak, ClearPar or another similar electronic system (the “Platform”), and (ii) certain of the Purchasers or holders of a Note (each, a “Public Noteholder”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or compliance with the terms respective securities of any of the Loan Documentsforegoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Company Materials that may be distributed to the Public Noteholders and that (w) 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, the Purchasers and the holders of the Notes to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Administrative Company or its securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent such Company Materials constitute confidential Information, they shall be treated as set forth in Article 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information,” and (z) the Agent or shall be entitled to treat any Lender through Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Administrative Agent may from time to time reasonably requestPlatform not designated “Public Side Information.”

Certificates; Other Information. Deliver Company shall furnish to the Administrative Agent for prompt further distribution to each LenderHolders: (a) no later than five (5) days after concurrently with the delivery of the annual financial statements referred to in Section 6.01(a) and (b7.1(b)(i), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate of the independent certified public accountants reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm 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 7.1(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 Credit Parties that no Default under Section 7.11 or, if any such or Event of Default shall existhas occurred or is continuing, stating the nature and status of except as specified in such eventcertificate; (c) promptly after the same are publicly availablesent, copies of all annualfinancial 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 and or special reports and registration statements which any Credit Party may make to, or file with, the Borrower Commission or any Restricted Subsidiary files with the SEC successor or with any similar 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 heretoAuthority; (d) promptly no later than thirty (30) days after the furnishing thereofRestatement Closing Date, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant CRO shall present to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess representatives of the Threshold Amount Purchasers the proposed turnaround plan, as prepared and not otherwise required to 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 furnished delivered to the Lenders pursuant Purchasers no later than five (5) days (or such later date agreed upon by the Holders) prior to any clause 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 this Section 6.02the Holders prior to the implementation thereof; (e) together with the each delivery of each Compliance Certificate financial statements pursuant to Section 6.02(a7.1(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 (i) or for the Fiscal Year then ended in the case of annual Compliance Certificates onlyfinancial statements), and together with each delivery of financial statements pursuant to Section 7.1(b), a report setting forth discussing the information required by sections describing reasons for any significant variations from projections for the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date period covered thereby or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes same period in the identity of such Subsidiaries since the Closing Date or the most recent list provided)prior Fiscal Year; (f) within five (5) business days promptly upon receipt thereof, copies of receipt of notice thereof any written reports submitted by the BorrowerCompany’s certified public accountants in connection with each annual, written interim or special audit or review of any type of the financial statements or internal control systems of the Credit Parties and the Subsidiaries made by such accountants, including any comment letters submitted by such accountants to management of such Person in connection with their services; (g) prompt notice of any announcement material actual or (if reasonably certain) proposed working capital adjustment to be paid by a Credit Party or other material purchase price adjustment, escrow, indemnification or other similar determinations or claims against, or material payments in respect of such matters by, any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCredit Party; and (gh) promptly, such additional customary information regarding the business, legalfinancial, financial corporate (or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, other organizational) and other information as the Administrative Agent or any Lender through the Administrative Agent Holders may from time to time reasonably request, within a reasonable period after such request, taking into account the nature of the request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender: (a1) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(aSections 6.01(1) and (b), 2) (commencing with such delivery for the first full fiscal quarter completed after the Closing Dateending September 30, 2015), a duly completed Compliance Certificate signed by a Responsible Financial Officer of the Borrower; provided that if such Compliance Certificate demonstrates a Financial Covenant Event of Default, any of the Permitted Holders may deliver, prior to or together with such Compliance Certificate, a notice of an intent to cure (a “Notice of Intent to Cure”) pursuant to Section 8.02 to the extent permitted thereunder; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c2) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports reports, proxy statements and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (d3) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished default to any holder of any class or series of debt securities of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or pursuant to the terms of the Senior Notes Indenture so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount (in each case, other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (e4) together with the delivery of each the Compliance Certificate pursuant with respect to the financial statements referred to in Section 6.02(a6.01(1), (ia) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Sections (I)(A) (other than with respect to any foreign qualification(s)) and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party (II)(B) of the Perfection Certificate (or confirming that there has been no change in such information since the latter of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiib) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent list or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or and the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (g5) promptly, such additional customary information regarding the business, legal, business and financial or corporate affairs of the any Loan Parties Party or any of their respective Material Subsidiary that is a Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing from time to time. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower, its Subsidiaries or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) at the Administrative Agent’s request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower will be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (iv) the Administrative Agent and the Arrangers will treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark the Borrower Materials “PUBLIC.” Anything to the contrary notwithstanding, nothing in this Agreement will require Holdings, the Borrower or any Subsidiary to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 7.10 or, if any such Event of Default shall exist, stating the nature and status of such event; it being understood that the obligation under this Section 6.02(a) shall be satisfied regardless of whether such certificate is obtained if the Borrower shall have used commercially reasonable efforts to obtain such certificate; (b) 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), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which shall set forth reasonably detailed calculations (A) demonstrating compliance with Section 7.10 and (B) in the case of any delivery of financial statements under Section 6.01(a) in respect of any fiscal year of the Borrower ending on or after December 31, 2011, of Excess Cash Flow for such fiscal year); provided that, if such Compliance Certificate demonstrates an Event of Default due to failure to comply with the covenant under Section 7.10 that has not been cured prior to such time, the Borrower may deliver to the extent permitted by Section 8.04, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default; (c) promptly after the same are publicly available, (i) after a Qualifying IPO copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and (ii) copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary files other Loan Party may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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 heretohereto (other than comment letters from the SEC, the contents of which are not materially adverse to the Lenders); (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements statement or material reports report furnished to to, any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in with respect to a principal amount in excess of the Threshold Amount Specified Junior Financing Obligation and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) promptly after the receipt thereof by any Loan Party or any of its Restricted Subsidiaries, copies of each notice or other written correspondence received from the SEC (or comparable agency in any applicable non-US 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 Restricted Subsidiaries to the extent such investigation or inquiry, if resolved unfavorably to such Loan Party, could reasonably be expected to have a Material Adverse Effect; (f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Sections 6.01 and 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 (or other website identified to the Administrative Agent); or (ii) on which such documents are delivered by the Borrower to the Administrative Agent to be posted on the Borrower’s behalf on IntraLinks/or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including the SEC) or whether sponsored by the Administrative Agent); provided that (A) upon the request of the Administrative Agent (who shall notify each Lender), the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery of or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (“MNPI,” which, for the purposes of this Agreement shall be interpreted to mean only any information that you represent consists exclusively of information and documentation that is material with respect to the Borrower or its subsidiaries or any of its or their respective securities for purposes of foreign, United States Federal and state securities laws, except as any of such information or documentation may have been made public; provided, however, that, for purposes of this Agreement, MNPI shall not be deemed to include information and documentation that is of a type that would be required under applicable securities laws to have been made publicly available if the Borrower were a public reporting company) with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that all Borrower Materials that are to be made available to Public Lenders shall be clearly designated as such, and that the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat the Borrower Materials that are not designated as “PUBLIC” as being suitable only for posting on a portion of the Platform designated “Private Lender.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 7.10 or, if any such Event of Default shall exist, stating the nature and status of such event; it being understood that the obligation under this Section 6.02(a) shall be satisfied regardless of whether such certificate is obtained if the Borrower shall have used commercially reasonable efforts to obtain such certificate; (b) 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), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which shall set forth reasonably detailed calculations (A) demonstrating compliance with Section 7.10 and (B) in the case of any delivery of financial statements under Section 6.01(a) in respect of any fiscal year of the Borrower ending on or after December 31, 2011, of Excess Cash Flow for such fiscal year); provided that, if such Compliance Certificate demonstrates an Event of Default due to failure to comply with any covenant under Section 7.10 that has not been cured prior to such time, the Borrower may deliver to the extent permitted by Section 8.04, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default; (c) promptly after the same are publicly available, (i) after a Qualifying IPO copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and (ii) copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary files other Loan Party may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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 heretohereto (other than comment letters from the SEC, the contents of which are not materially adverse to the Lenders); (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements statement or material reports report furnished to to, any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in with respect to a principal amount in excess of the Threshold Amount Specified Junior Financing Obligation and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) promptly after the receipt thereof by any Loan Party or any of its Restricted Subsidiaries, copies of each notice or other written correspondence received from the SEC (or comparable agency in any applicable non-US 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 Restricted Subsidiaries to the extent such investigation or inquiry, if resolved unfavorably to such Loan Party, could reasonably be expected to have a Material Adverse Effect; (f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Sections 6.01 and 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 (or other website identified to the Administrative Agent); or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including the SEC) or whether sponsored by the Administrative Agent); provided that (A) upon the request of the Administrative Agent (who shall notify each Lender), the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery of or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated “Private Lender.”

Certificates; Other Information. Deliver The Borrower shall deliver to the Administrative Agent for prompt further distribution to each LenderLender and the Senior Trustee: (ai) as soon as reasonably practicable after receipt by the Borrower, but in no event later than five Business Days after receipt, all reports, documents or other written information received by the Borrower in connection with the Collateral (5) days after other than any such items subject to privilege or to confidentiality restrictions that prohibit disclosure to the delivery Lender, the Senior Collateral Agent or the Senior Trustee), including, but not limited to, reports issued by any trustee or custodian of the financial statements referred Zohar I Notes or the Xxxxx XX Notes or the collateral manager under the Zohar I Documents or Xxxxx XX Documents, and any documents related to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after Collateral turned over by the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer former collateral manager of the BorrowerZohar I CLO and Xxxxx XX CLO or by the Portfolio Companies or their representatives; (bii) no later than five (5) days after in the delivery event the Borrower owns any property, assets or financial interests, which previously constituted collateral securing the Zohar I Notes or Xxxxx XX Notes, reports received by the Borrower from any custodian or collateral manager which is managing such collateral on behalf of the financial statements referred to in Section 6.01(a), but only if available after Borrower and any reports generated by the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventBorrower for internal monitoring purposes; (ciii) as soon as reasonably practicable, any non-privileged updates regarding material developments in any current or future litigations involving the Borrower, the Collateral, the Zohar I CLO, the Xxxxx XX CLO or the current or former collateral manager under the Zohar I Documents or the Xxxxx XX Documents; (iv) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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 Lender pursuant hereto; (dv) promptly after the furnishing assertion or occurrence thereof, copies notice of any material requests or material notices received by action arising under any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party Environmental Law against, or of any of its Restricted Subsidiaries pursuant noncompliance by, the Borrower with any Environmental Law or Environmental Permit that would reasonably be expected to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in have a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Material Adverse Effect; (evi) together with promptly, all information related to the delivery receipt of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required any proceeds by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been from any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Collateral; (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gvii) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, Borrower or compliance with the terms of the Loan Credit Documents as such information may relate to the Credit Documents, Senior Facility or Subordinated Facility, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and (viii) promptly, a copy of any material item of correspondence, notice, report, response, filing, submission or other written communication from the Borrower to the NYDFS or from the NYDFS to the Borrower related to the Senior Facility.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in the course of (i) making the examination necessary therefor and (b)ii) performing certain other procedures permitted by professional standards, commencing with no knowledge was obtained of any Event of Default under Section 7.11 or, if any Event of Default shall exist, stating the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or7.11, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document until the Cure Amount has been received (unless the Loans and other obligations under the Loan Documents have been declared due and payable pursuant to Section 8.02(b)); (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a an updated list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirming that there have has been any changes no change in the identity of such Subsidiaries information since the Closing Date or the most recent list provideddate of the last such update); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif”, “pdf” and similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution The Issuer will deliver to each Lenderholder of a Note that is an Institutional Investor: (a) no later than within five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a7.1(a) and Section 7.1(b) (bbut in any event, no later than the deadlines for delivery of financial statements set forth in Section 7.1(a) or 7.1(b), commencing with the first full fiscal quarter completed after the Closing Date, as applicable) a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerMLP; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the equity owners of the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower MLP may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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 holders of Notes pursuant hereto; (c) promptly, and in any event within ten (10) days after a Responsible Officer of the Issuer becomes aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given notice or taken any action with respect to a claimed default of the type referred to in Section 11(e), a written notice specifying the nature and period of existence thereof and what action the Issuer is taking or proposes to take with respect thereto; (d) promptly as soon as practicable and in any event (i) within thirty (30) days after the furnishing MLP or the Issuer or any of their Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred that could reasonably be expected to have a Material Adverse Effect, and (ii) within ten (10) days after the MLP or the Issuer or any of their Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer describing such Termination Event and the action, if any, that the MLP or the Issuer or such Restricted Subsidiary or ERISA Affiliate proposes to take with respect thereto; (e) promptly, and in any event within thirty (30) days after any Responsible Officer has knowledge of receipt thereof, copies of any material requests notice to the MLP, the Issuer or material notices received by any Loan Party (other than in the ordinary course of business) their Restricted Subsidiaries from any Federal or material statements or material reports furnished state Governmental Authority relating to any holder of debt securities (order, ruling, statute or other than in connection with any board observer rights) of any Loan Party law or of any of its Restricted Subsidiaries pursuant regulation that could reasonably be expected to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in have a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Material Adverse Effect; (f) within five ten (510) business days after sending or filing thereof, a copy of receipt each FERC Form No. 2: Annual Report of notice thereof Major Natural Gas Companies sent or filed by the Borrower, written notice of Issuer or any announcement of any change in Restricted Subsidiary to or with the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookFERC; and (g) promptlywith reasonable promptness, such additional customary other data and information regarding relating to the business, legaloperations, affairs, financial condition, assets or corporate affairs properties of the Loan Parties MLP, the Issuer or any of their respective Restricted Subsidiaries, Subsidiaries or compliance with relating to the terms ability of the Loan Documents, Issuer to perform its obligations hereunder and under the Notes as the Administrative Agent or any Lender through the Administrative Agent may from time to time may be reasonably requestrequested by any such holder of a Note. Notwithstanding any provision of Section 7.1 or Section 7.2 to the contrary, the Issuer shall be deemed to have complied with the delivery requirements of Section 7.1 or Section 7.2 in respect of any filing made by the MLP or the Issuer with the SEC within the applicable time period provided in Section 7.1 and prepared in compliance with the requirements therefor if the Issuer shall have (i) timely made such filing available on “XXXXX” or on the MLP’s home page on the worldwide web (as of the date of this Agreement located at xxxx://xxx.xxxxxxxxxxxxxxxxxx.xxx/) and (ii) given each holder of a Note prior notice of such availability on XXXXX or the MLP’s home page (the making of such availability and the giving of notice thereof being collectively referred to as “Electronic Delivery”). Also, the electronic posting of any financial reports, notices or other items required to be furnished pursuant to Section 7.1 or Section 7.2 on a website established by the MLP and accessible by the holders of Notes free of charge and notice of such posting to the holders of Notes shall constitute delivery for all purposes of such section.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; Holdings and, if such Compliance Certificate demonstrates an Event of Default specified in Section 9.01(b)(ii), Holdings may deliver, together with such Compliance Certificate, notice of its intent to cure (ba “Notice of Intent to Cure”) no later than five (5) days after such Event of Default pursuant to Section 9.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the financial statements referred to in Section 6.01(a)occurrence, but only if available after the use existence or continuation of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (cb) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Holdings 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 delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of any class or series of debt securities (other than in connection with any board observer rights) of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation or Qualified Holding Company Debt, in each case in a case, so long as the aggregate outstanding principal amount in excess of thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (ed) together with the delivery of each the financial statements pursuant to Section 6.01(a) and the corresponding Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiiii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the businessoperations, legal, business affairs or financial or corporate affairs condition of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver In the case of the Borrower Representative, deliver to the Administrative Agent for prompt further distribution Agent, in form and detail reasonably satisfactory to each Lenderthe Administrative Agent: (a) no later than five (5) days promptly after the delivery of the financial statements referred to in Section 6.01(a) and (bFinancial Statements), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer certificate of the Borrower; (b) no later than five (5) days after the delivery of the ’s Accountants certifying such financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under the financial covenants set forth in Section 7.11 7.13 (Financial Covenants) or, if any such Default or Event of Default shall exist, stating the nature and status of such eventDefault or Event of Default (which may be limited to the extent consistent with accounting industry practices generally followed or policies of the Borrower’s Accountants); (cb) promptly after the same are publicly available, copies delivery of all annual, regular, periodic the financial statements referred to in Sections 6.01(a) and special reports and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement b) (to the extent such registration statement, in the form it became effective, is deliveredFinancial Statements), exhibits to any registration statement a duly completed Compliance Certificate signed by a Responsible Officer of the US Borrower, and, if applicablesuch Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.13 (Financial Covenants), the US Borrower may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 7.13(c); provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any registration statement on Form S-8) such Event of Default or the rights, benefits, powers and in any case not otherwise required to be delivered to remedies of the Administrative Agent pursuant hereto; (d) promptly after and the furnishing thereof, copies of any material requests or material notices received by Lenders under any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookDocument; and (gc) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties US Borrower or any of their respective Restricted Subsidiariesits Subsidiaries as the Administrative Agent, at the reasonable request of any Lender, may from time to time request. Each document required to be delivered pursuant to Section 6.01(a) or (b) (Financial Statements) shall be deemed to have been delivered on the date on which the US Borrower posts such document on its website at xxx.xxxxxx.xxx, or compliance with when such document is posted on the terms Commission’s website at xxx.xxx.xxx (the “SEC Website”) or on an Approved Electronic Platform (each of the Loan Documentsforegoing an “Informational Website”); provided, as that the Borrower Representative shall deliver paper copies of all such documents to the Administrative Agent or any Lender through that requests the Borrower Representative to deliver such paper copies until a request to cease delivering paper copies is given by the Administrative Agent may from time or such Lender. The Administrative Agent shall have no obligation to time reasonably requestrequest the delivery or to maintain copies of the documents referred to above in this paragraph, and in any event shall have no responsibility to monitor compliance by the Borrower Representative with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (ec) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) (but only together with the delivery of a Compliance Certificate in connection with financial statements delivered pursuant to Section 6.01(a)), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of the last such reportreport (provided that no such Perfection Certificate Supplement or confirmation shall be required in connection with the Compliance Certificate to be delivered for the financial statements relating to the fiscal year ended December 31, 2014) and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary the Subsidiaries of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gd) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing concurrently with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if knowledge of any such Event of Default shall existwas so obtained, relevant information stating the nature and status of such event; (b) concurrently with delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, Holdco may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(b) (or, if not received by the Borrower or the applicable Subsidiary prior to the date of such delivery, promptly after receipt thereof), a copy of (i) each report delivered by the furnishing thereofManager to the Borrower pursuant to the Management Agreement with respect to the calculation of the Management Fees (as defined in the Management Agreement) for the fiscal period covered by such Compliance Certificate and (ii) each report delivered by any manager to any Unrestricted Subsidiary pursuant to a management agreement or similar agreement with respect to calculation of the related management fee for the fiscal period covered by such Compliance Certificate; (e) no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(b), copies of any material requests or material notices received by the Borrower or any Loan Party Restricted Subsidiary (other than in the ordinary course of business) during the fiscal period covered by such Compliance Certificate or material statements or material reports furnished during the fiscal period covered by such Compliance Certificate to any holder of debt securities (other than in connection with of the Borrower or any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries Subsidiary pursuant to the terms of any Mezzanine Debt Documentation, Indebtedness (other than intercompany Indebtedness among the Borrower and the Restricted Subsidiaries) of the Borrower or Junior Financing Documentation in each case any Restricted Subsidiary in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (ef) together with no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) updated exhibits to the Security Agreement in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location accordance with Section 4.14 of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information exhibits since the Closing Date (or the date of the last such report), (ii) updated exhibits to the Pledge Agreement in accordance with Section 4.8 of the Pledge Agreement or confirming that there has been no change in such exhibits since the Closing Date (or the date of the last such report), (iii) updated exhibits to the Shareholder Pledge Agreement in accordance with Section 4.8 of the Shareholder Pledge Agreement or confirming that there has been no change in such exhibits since the Closing Date (or the date of the last such report), (iv) a description of each event, condition or circumstance during the last fiscal quarter period covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and ), (iiiv) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate and indicates whether such Subsidiary is a Native American Subsidiary, (vi) a report setting forth the payments received by the Borrower under the Subsidiary Cost Allocation Agreements during such fiscal period and (vii) copies of each amendment, consent, modification or waiver to the extent that there have been Manager Documents, the Holding Company Tax Sharing Agreement, any changes in the identity of Subsidiary Cost Allocation Agreement, any Transition Services Agreement or any Subsidiary Tax Sharing Agreement entered into during such Subsidiaries since the Closing Date or the most recent list providedfiscal period not previously delivered pursuant to Section 6.03(b); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Holding Companies, any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), (b), (c), (d) or (e) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to and each Lender, at the expense of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(aSections 6.01(b) and (bc), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate in form of Exhibit C signed by a Responsible Officer of the BorrowerBorrower who is a senior financial officer and responsible for regulatory reporting and filing and a Responsible Officer of the MLP; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or written communication sent to the equity owners of the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower MLP may file or any Restricted Subsidiary files be required to file with the SEC Securities and Exchange Commission under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementExchange Act, 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; (dc) promptly after the furnishing execution thereof, copies of Material Agreements and any material requests or material notices received by any Loan Party amendment thereto; (other than d) on October 31 of each year, appraisal reports in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant form and substance and from appraisers satisfactory to the terms Administrative Agent (each such report herein, an "Appraisal"), dated as of any Mezzanine Debt DocumentationSeptember 30 of such year and setting forth the then current orderly liquidation values of all Fixed Assets, provided, that if a Material Adverse Effect shall have occurred or Junior Financing Documentation in each case in a principal amount in excess Default or Event of Default shall have occurred and is continuing, the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Administrative Agent may obtain additional Appraisals; (e) together with as soon as possible, but not later than 12:00 noon New York, New York time, on the delivery last Business Day of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates onlymonth, a report setting forth the information required Borrowing Base Certificate certified by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location a Responsible Officer of the Chief Executive Office of each Loan Party of Borrower as fairly presenting the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date Eligible Accounts Receivable and Eligible Inventory as of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary day of the Borrower that identifies each Subsidiary as immediately preceding month, and, if requested by the Administrative Agent or any Lender, a Restricted or an Unrestricted Subsidiary as listing and aging of the date Eligible Accounts Receivable by counterparty, and a Schedule of delivery of such Compliance Certificate Eligible Inventory volumes and market rates (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list providedwith sources); (f) within five on October 31 of each year, a field audit and inventory valuation report in form and substance satisfactory to the Administrative Agent (5a "Field Audit") business days dated October 15 of receipt such year and, upon the request of notice thereof by the BorrowerAdministrative Agent and the Required Lenders in their sole discretion, written notice one additional Field Audit to be delivered during such year; (g) annually, together with the items delivered pursuant to Section 6.01(b) herein, projections of any announcement of any change operations for the year commencing the preceding January 1 for the MLP and its Subsidiaries based upon information that is then currently available and believed to be correct in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookgood faith and upon assumptions believed to be reasonable; and (gh) promptly, such additional customary information regarding the business, legal, financial or corporate company affairs of the any Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, Party as the Administrative Agent or Agent, at the request of any Lender through the Administrative Agent Lender, may from time to time reasonably request, which information may include copies of any detailed audit reports, if any, 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.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the actual delivery of the financial statements referred to in Section 6.01(aSections ‎6.01(a) and (b‎(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerBorrower and, to the extent resulting in any change to the Applicable ECF Percentage or Applicable Rate, setting forth the Consolidated First Lien Net Leverage Ratio (but without the requirement to provide any calculations thereof) as of the most recently ended Test Period; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied so long as such information is publicly available on the SEC’s EXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Notes Documents or any Junior Financing Documentation in each case in with a principal amount in excess of the Threshold Amount and, in each case, any Permitted Refinancing thereof, and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section ‎Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section ‎Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (iii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section ‎Section 2.05(b) and (iiii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, Roadshow Access (if applicable) or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC,” the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws or is of a type that would be publicly available if the Borrower were a public reporting company (as reasonably determined by the Borrower). Notwithstanding the foregoing, the Borrower shall not be under any obligation to mxxx any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to ‎Section 6.01 (excluding, for the avoidance of doubt, ‎6.01(c)) and (iii) any Compliance Certificates delivered pursuant to ‎Section 6.02(a) and (iv) notices delivered pursuant to ‎Section 6.03(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Certificates; Other Information. Deliver The Borrower shall furnish to the Administrative Agent ------------------------------- Agent, for prompt further distribution to each Lenderthe Lenders: (a) no later than within five (5) days Business Days after the delivery same are filed, copies of all financial statements and reports that the Borrower or any Subsidiary may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (b) promptly but, in any event, within five Business Days after receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to the Borrower or any Subsidiary by the Accountants in connection with any annual or interim audit of the financial statements referred to in Section 6.01(abooks thereof; (c) and (b)by January 31 of each year, commencing with the first full fiscal quarter completed year ending on December 31, 2000, a copy of the annual operating budget for the Borrower and its Subsidiaries for such fiscal year, in form satisfactory to the Agent; (d) as soon as possible and in any event within five Business Days after the Closing Dateoccurrence of a Default or, in the good faith determination of a Responsible Officer of the Borrower, a duly completed Compliance Certificate signed Material Adverse Effect, the written statement by a Responsible Officer of the Borrower; (b) no later than five (5) days after , setting forth the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status details of such event; (c) promptly after Default or Material Adverse Effect and the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which action that the Borrower or any Restricted Subsidiary files proposes to take 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02respect thereto; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a)promptly, (i) but in any event within 30 days after any change in the case senior management personnel of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of such change; (f) promptly but, in any announcement event, within five Business Days after the same become available, copies of all statements, reports and other information that the Borrower sends to any change holder of an equity interest therein; (A) as soon as possible and in any event within 30 days after the Borrower knows or has reason to know that any Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower proposes to take with respect thereto, (B) promptly and in any event within ten days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from the PBGC, copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan maintained for or covering employees of the Borrower or any Subsidiary if the present value of the accrued benefits under the Plan exceeds its assets by an amount in excess of $500,000 and (D) promptly and in any event within ten days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by the Borrower or such ERISA Affiliates concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA; (h) promptly after the commencement thereof, but in any event not later than five Business Days after service of process with respect thereto on, or the obtaining of knowledge by, the Borrower or any Subsidiary, notice of each material action, suit or proceeding before any Governmental Authority; (i) promptly after the sending or filing thereof, but in any event not later than ten Business Days following such sending or filing, copies of (A) all Ownership Reports on FCC Form 323 (or any similar form which may be adopted by the FCC from time to time) relating to any Media License or Entravision Media License, and any supplements thereto, and (B) all statements, reports and other information filed with the FCC by or on behalf of the Borrower’s corporate family , any Subsidiary or the Entravision License Subsidiary with respect to any Media License or Entravision Media License; (j) promptly, but in any event within one Business Day after any period during which the transmission at any Station or transmission site is interrupted or curtailed for an aggregate of 12 hours or more (whether or not consecutive), written notice thereof; (k) promptly upon receipt thereof, but in any event not later than five Business Days following such receipt, copies of all notices and other communications that the Borrower, any Subsidiary or the Entravision License Subsidiary shall have received from the FCC with respect to any FCC hearing, order or dispute (A) directly concerning the Borrower, any Subsidiary, the Entravision License Subsidiary, any Station, any Media License or any Entravision Media License or (B) that may have a Material Adverse Effect; (l) promptly upon receipt thereof, but in any event not later than ten Business Days following such receipt, copies of all Arbitron rating from Xxxxx’x or corporate credit rating from S&P, including outlookperiod reports; and (gm) promptly, such additional customary financial and other information regarding the businessas any Lender, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent Agent, may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing simultaneously with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 7.10 or, if any such Event of Default shall exist, stating the nature and status of such eventevent (which certificate may be limited to the extent required by such firm’s general accounting and auditing rules, policies or guidelines); (b) simultaneously with the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.10, any of the Equity Investors may deliver, together with such Compliance Certificate or at any time prior to the end of the applicable Cure Period, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic quarterly and special current reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior Subordinated Note Indenture or any Mezzanine Debt Documentation, or other Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount or to any holder of preferred equity securities of any Loan Party and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) required to be delivered concurrently with the delivery of financial statements referred to in Section 6.01(a), (i) in a certificate of a Responsible Officer of the case of annual Compliance Certificates only, a report Company (x) setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the last most recent certificate delivered pursuant to this Section and (y) identifying, based on Collateral owned, and Laws in effect, as of the date of such reportcertificate, all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral that will be required to be filed of record within the 18 months following the date of such certificate, in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (x) above to the extent necessary and required under the Collateral Documents to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period), (ii) a description reasonably detailed calculation of each eventExcess Cash Flow for such fiscal year, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list description of each Subsidiary any change in the status of the Borrower that identifies each a Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate and (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (fiv) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement a description of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookstatus of any Subsidiary as a Foreign Immaterial Subsidiary as of the date of delivery of such Compliance Certificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (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, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; (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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) such documents are publicly available on the SEC’s website pursuant to the SEC’s XXXXX system; provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver Furnish to the Administrative Agent for prompt further distribution (who shall promptly furnish to each Lender) or, in the case of clause (i), to the relevant Lender: (a) no later than five promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 5.1 or this Section 5.2, confirmation of whether such statements or information contains any Private Lender Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (5Lenders that do not wish to receive material non-public information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities) days after and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers or the Borrower Representative has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders; provided that if the Borrowers or the Borrower Representative have not indicated whether a document or notice delivered pursuant to Section 5.1 or this Section 5.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a5.1(a), a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of the Company and its consolidated Restricted Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; (c) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer (A) stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (B) to the extent not previously disclosed to the Administrative Agent, providing a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered intellectual property acquired or developed by any Loan Party since the date of the most recent report delivered pursuant to this clause (B) (or, in the case of the first such report so delivered, since the Closing Date), (C) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of the definition of the term “Immaterial Subsidiary”, and (bD) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrowers with the provisions of Section 6.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be (regardless of whether a Financial Covenant Trigger Period was in effect as of the last day of the period covered by the financial statements); (d) as soon as available, but in any event within 90 days after the last day of each fiscal year of the Company (commencing with the first full fiscal quarter completed after the Closing Dateyear ending on or about December 31, 2015), a duly completed Compliance Certificate signed by a Responsible Officer detailed consolidated budget for the following fiscal year (collectively, the “Projections”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the Borrowercircumstances then existing, it being understood that projections are subject to uncertainties and there is no assurance that any projections will be realized; (be) no later than five (5) days after simultaneously with the delivery of the each set of consolidated financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable effortsSections 5.1(a) above, a certificate narrative discussion and analysis of the financial condition and results of operations of the Company and the Restricted Subsidiaries for such fiscal year, as compared to the comparable period of the previous year, as compared to the comparable period of the previous year (provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or other appropriate reporting means in accordance with applicable auditing standardsany direct or indirect parent of the Company) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary files filed with the SEC or with any Governmental Authority that may shall be substituted therefor (other than amendments deemed to any registration statement (to satisfy 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause requirements of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a5.2(e), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five 10 Business Days after the end of each fiscal month, such information as is necessary to complete the Borrowing Base as reflected in Schedule 5.2 as of the close of business as of the last day of such fiscal month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Borrower Representative; provided that (5x) business days of receipt of notice thereof if requested by the BorrowerAdministrative Agent during an Enhanced Collateral Reporting Period or (y) if requested by the Borrower Representative, written notice in each case, such Borrowing Base Certificate shall be delivered not later than four Business Days after the close of business on the immediately preceding Saturday of each week, showing the Borrowing Base as of the close of business on such immediately preceding Saturday; (g) the collateral reports described on Schedule 5.2, at the times set forth therein; (h) promptly, copies of all financial statements and reports that Holdings or the Company sends generally to the holders of any announcement class of its debt securities or public equity securities, acting in such capacity, and, within five days after the same are filed, copies of all reports that Holdings or the Company may make to, or file with, the SEC or any change other securities commission (including the OSC) (other than the items referred to in Sections 5.1(a), 5.1(b) and 5.2(e)); (i) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act and the Proceeds of Crime Act; (j) promptly after entering in thereto (or upon delivery or receipt thereof), (x) copies of all material amendments to the Management Agreement (it being understood and agreed that any amendment resulting in an increase in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&Pamounts paid by the Loan Parties under the Management Agreement shall constitute a material amendment thereunder), including outlookand (y) all amendments to, and material notices delivered under, the Term Loan Documents; and (gk) promptlyas promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such additional customary other information regarding the businessoperations, legal, business affairs and financial condition of any Group Member or corporate affairs of the Loan Parties or any of their respective Restricted SubsidiariesCollateral, or compliance with the terms of the any Loan DocumentsDocument, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer each set of the Borrower; (b) no later than five (5) days after the delivery of the consolidated financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (i) no later than five (5) days after the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and (ii) at the option of the Equity Investors, at any time on or after the tenth (10th) day prior to the last day of any fiscal quarter, notice of their intent to provide to the Borrower the Net Cash Proceeds of any Permitted Equity Issuance to the Equity Investors (a "Notice of Intent to Make an Equity Infusion") through capital contributions or the purchase of Equity Interests as contemplated pursuant to clause (b)(xix) and clause (aa) of the final proviso of the definition of "Consolidated EBITDA" to be included in the calculation of "Consolidated EBITDA" for the period ending in the last day of such fiscal quarter pursuant to such clause; provided that the delivery of a Notice of Intent to Make an Equity Infusion shall in no way affect or alter the occurrence, existence or continuation of any Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, provided further that from the date of receipt of such Notice of Intent to Make an Equity Infusion by the Administrative Agent until the earlier of (i) the 20th Business Day following the delivery of the Compliance Certificate and (ii) the date on which the applicable equity infusion is made, neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11. (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement sent to the stockholders or members 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, copies of any Restricted Subsidiary files report, filing or communication with the SEC under Section 13 or 15(d) of the 1934 Act, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b5.01(a), commencing with a certificate of its independent registered public accounting firm certifying such financial statements (which certificate may be limited to the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed extent required by a Responsible Officer of the Borroweraccounting rules or guidelines); (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a5.01(a) and Section 5.01(b), but only if available after a duly completed Compliance Certificate signed by a Responsible Officer of the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventCompany; (c) promptly after the same are publicly available, copies of all annual, regular, periodic periodic, current and special reports which Holding files with the SEC, proxy statements and other communications sent to the stockholders of Holding and registration statements which the Borrower or any Restricted Subsidiary Holding 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior Notes or any Mezzanine Debt Documentation, or Junior Financing Documentation in each case other Indebtedness in a principal amount in excess of greater than the Threshold Amount (but excluding material statements or material reports relating to the “borrowing base” or the determination thereof (including appraisals and collateral audits) furnished to any ABL Lender) and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.025.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a5.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) 2.09 and (iiiii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirming that there have has been any changes no change in the identity of such Subsidiaries information since the Closing Date or the most recent list provideddate of the last such update); (f) within five (5) business days of receipt of notice thereof by the Borrowerpromptly, written notice a copy of any announcement “management letter” (or similar document) received from the Company’s or any Parent’s independent public accountants and the management’s response thereto; (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (h) at the time of delivery of financial statements pursuant to Section 5.01(a), a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or (ii) certifying that there has been no change in such information from the Borrower’s corporate family rating most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from Xxxxx’x or corporate credit rating from S&P, including outlookthe Perfection Certificate delivered on the Closing Date); and (gi) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) or Section 5.02(c) or Section 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 Holding or the Company posts such documents, or provides a link thereto on Holding’s or the Company’s website on the Internet at the website address listed on Schedule 5.02; or (ii) on which such documents are posted on Holding’s or the Company’s behalf on an Electronic System 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) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 5.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif”, “pdf” or similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent for prompt further distribution (and Administrative Agent will provide to each Lender:the Lenders): (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by of a Responsible Officer substantially in the form of Exhibit E attached hereto, (A) demonstrating compliance, as of the Borrowerend of each such fiscal period, with the financial covenants contained in Section 7.11, and (B) stating that, to such Responsible Officer’s knowledge, no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (C) attaching and certifying to: (i) an update to Schedule 5.21, which such update shall, in each case, be deemed to replace, amend and restate such schedule, summarizing total Unencumbered NOI and occupancy rates as of the last day of the applicable quarter; (ii) an update to Schedule 5.13(a), which such update shall, in each case, be deemed to replace, amend and restate such schedule; and (iii) a listing of all Projects Under Development. (b) no later than five 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 (5) days after or the delivery audit committee of the financial statements referred to in Section 6.01(a), but only if available after the use board of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standardsdirectors) of its the Borrower by independent registered public accounting firm stating that accountants in making connection with the examination necessary therefor no knowledge was obtained accounts or books of the Borrower or any Subsidiary, or any audit of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventthem; (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower in their capacity as such, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (d) promptly promptly, and in any event within five (5) Business Days after the furnishing receipt thereof by Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any material requests applicable non-U.S. jurisdiction) concerning any investigation or material notices received possible investigation by any Loan Party (such agency regarding financial or other than in the ordinary course operational results of business) Borrower or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Subsidiary thereof; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties Borrower or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as or an update to the Administrative Agent list of Sponsored REITS of the Borrower or any Lender through Subsidiary thereof, as the Administrative Agent may from time to time reasonably request; and (f) promptly after requested, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and antimony laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a) or (b), Section 6.02 (c) and (d) or Section 6.15 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, BMO and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States federal securities laws) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Administrative Agent, BMO, the Joint Lead Arrangers and each Lender agree that all materials and/or information to be provided by or on behalf of the Borrower shall be deemed to contain material non-public information, unless the Borrower otherwise designates certain information as not containing any material nonpublic information by clearly and conspicuously marking such information as “PUBLIC” on the first page thereof. The Borrower hereby agrees that by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, BMO, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07) and all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and BMO agree to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” As of the Closing Date, each applicable Lender represents to the Borrower that it is not a Public Lender.

Certificates; Other Information. Deliver The Borrowers shall furnish to the Administrative Agent for prompt further distribution to each LenderAgent: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred pursuant to in Section 6.01(a9.01(a)(i) and (b), commencing with of the first full fiscal quarter completed after the Closing DateRepurchase Agreement, a Compliance Certificate, duly completed Compliance Certificate signed executed by a Responsible Officer of the BorrowerBorrowers, certifying as to the matters specified therein for all applicable periods specified therein; (b) no later than five (5) days after concurrently with the delivery of the any financial statements referred pursuant to in Section 6.01(a), but only if available after 9.01(a)(ii) of the use of commercially reasonable effortsRepurchase Agreement, a certificate (or other appropriate of the independent certified public accountants reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.11 orDefault, if any except as specified in such Event of Default shall exist, stating the nature and status of such eventcertificate; (c) promptly within three (3) Business Days after the same are publicly availableoccurrence thereof, copies of all annual, regular, periodic and special reports and registration statements which a notice containing information regarding the Borrower or any Restricted Subsidiary files with the SEC or amount received in connection with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statementEligible Asset Dispositions, in the form it became effectiveDebt Issuances, 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 heretoEquity Issuances or Recovery Event; (d) promptly after the furnishing upon receipt thereof, copies a copy or summary of any material requests report or material notices received "management letter" submitted or presented by independent accountants to the Borrowers or any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than their Subsidiaries in connection with any board observer rights) of any Loan Party annual, interim or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess special audit of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause books of this Section 6.02such Person; (e) together with the delivery promptly upon their becoming available, copies of each Compliance Certificate pursuant to Section 6.02(a), (i) all press releases and other statements made available generally by the Borrowers to the public concerning material developments in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location business of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, Borrowers and their Subsidiaries and (ii) a description any non-routine correspondence or official notices received by the Borrowers or any of each event, condition or circumstance during their Subsidiaries from any Governmental Authority which regulates the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary operations of the Borrower that identifies each Subsidiary as Borrowers or its Subsidiaries which is likely to have a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided);Material Adverse Effect; and (f) within five (5) business days of receipt of promptly, any material report or material notice thereof received by the Borrower, written notice of Borrowers or their Subsidiaries with respect to any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, Eligible Asset and such additional customary financial and other information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or Agent, on behalf of any Lender through the Administrative Agent Lender, may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender:Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02): (a1) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a6.01(1) (commencing with such delivery for the fiscal year ending December 31, 2022) and Section 6.01(2) (b), commencing with such delivery for the first full fiscal quarter completed after the Closing Dateending June 30, 2022), a duly completed Compliance Certificate signed by a Responsible Financial Officer of the BorrowerBorrower or Holdings; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c2) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (d3) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished default to any holder of any class or series of debt securities of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount (in each case, other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (e4) together with the delivery of each the Compliance Certificate pursuant with respect to the financial statements referred to in Section 6.02(a6.01(1), (ia) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Sections 1(a) and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party 5 of the Perfection Certificate (or confirming that there has been no change in such information since the Closing later of the Effective Date or the date of the last such report, report delivered pursuant to this clause (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(ba)) and (iiib) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent list or a confirmation that there have been any changes is no change in the identity of such Subsidiaries information since the Closing later of the Effective Date or and the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (g5) promptly, but subject to the limitations set forth in Section 6.10 and Section 10.09, such additional customary information regarding the business, legal, business and financial or corporate affairs of the any Loan Parties Party or any of their respective Material Subsidiary that is a Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing from time to time. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02) until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to Holdings, their Subsidiaries or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities (each, a “Public Lender”). The Borrower hereby agrees that (a) at the Administrative Agent’s request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (b) by marking Borrower Materials “PUBLIC,” the Borrower will be deemed to have authorized the Administrative Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09); (c) all Borrower Materials marked “PUBLIC” and, except to the extent the Borrower notifies the Administrative Agent to the contrary, any Borrower Materials provided pursuant to Sections 6.01(1), 6.01(2) or 6.02(1) are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (d) the Administrative Agent and the Arranger shall be entitled to treat Borrower Materials that are not specifically identified as “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark the Borrower Materials “PUBLIC.” Anything to the contrary notwithstanding, nothing in this Agreement will require Holdings, the Borrower or any Subsidiary to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure is prohibited by Law or binding agreement or (c) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing concurrently with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if knowledge of any such Event of Default shall existwas so obtained, relevant information stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b) starting with the fiscal quarter ending March 31, 2013, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, Holdco may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, in addition such Compliance Certificate shall include an annex showing in summary form the calculations for Management Fees (as defined in the applicable Management Agreement) paid to any Manager by the Borrower, any Restricted Subsidiary or any Unrestricted Subsidiary during the period covered by such Compliance Certificate; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(b) (or, if not received by the Borrower or the applicable Subsidiary prior to the date of such delivery, promptly after the furnishing thereof), copies of any material requests or material notices received by the Borrower or any Loan Party Restricted Subsidiary (other than in the ordinary course of business) for the fiscal period covered by such Compliance Certificate or material statements or material reports furnished to any holder of debt securities (other than in connection with of the Borrower or any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries Subsidiary pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case (including pursuant to the terms of the Senior Unsecured Notes Documents), or any other Indebtedness (other than intercompany Indebtedness among the Borrower and the Restricted Subsidiaries) of the Borrower or any Restricted Subsidiary for the fiscal period covered by such Compliance Certificate in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) updated exhibits to the Security Agreement in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location accordance with Section 4.14 of the Chief Executive Office of each Loan Party Security Agreement and updated exhibits to the Pledge Agreement in accordance with Section 4.6 of the Perfection Certificate Pledge Agreement or confirming that there has been no change in either such information exhibits since the Closing Date (or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter period covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and ), (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate and indicates whether such Subsidiary is a Native American Subsidiary or an Immaterial Subsidiary and (to iv) a report setting forth the extent that there have been any changes in payments and receipts made or received, as applicable, under the identity of such Subsidiaries since the Closing Date Manager Allocation Agreement or the most recent list provided)Subsidiary Cost Allocation Agreements by any Holding Company, the Borrower or any of their respective Subsidiaries during the applicable period; (f) within no later than five (5) business days after the delivery of receipt of notice thereof each Compliance Certificate pursuant to Section 6.02(b) (or, if not received by the BorrowerBorrower or the applicable Subsidiary prior to the date of such delivery, written notice promptly after receipt thereof), a copy of each amendment, modification, consent or waiver to the Manager Documents, the Holding Company Tax Sharing Agreement, any announcement of Subsidiary Cost Allocation Agreement, any change Borrower IP Agreement, any Opco IP Agreement, any GVR IP Agreement or any Subsidiary Tax Sharing Agreement entered into during such fiscal period not previously delivered pursuant to Section 6.03(b); (g) promptly following the Administrative Agent’s or any Lender’s request therefor, all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&Papplicable “know your customer” and anti-money laundering rules and regulations, including outlookthe Patriot Act; and (gh) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Holding Company, any Loan Parties Party or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Parent Borrower or any Restricted Subsidiary 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 delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of any class or series of debt securities (other than in connection with any board observer rights) of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or of any of its Restricted Subsidiaries pursuant to the terms of the CF Credit Agreement, the Senior Interim Loan Credit Agreement, the Senior Subordinated Interim Loan Credit Agreement, the Senior Notes Indenture, the Senior Subordinated Notes Indenture, the Exchange Notes Indentures or any Mezzanine Debt Permitted Subordinated Notes Documentation, or Junior Financing Documentation in each case in a case, so long as the aggregate outstanding principal amount in excess of thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (ed) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or and the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Parent Borrower posts such documents, or provides a link thereto on the Parent 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 Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Parent Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein to the contrary, in every instance the Parent Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Syndication Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCompany; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Company or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied as long as such filing is publicly available on the SEC’s XXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by the Borrower or any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Existing RCF Credit Agreement, the Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes, the Target Notes or any Mezzanine Debt Documentation, or Junior Financing Documentation and, in each case case, any Permitted Refinancing thereof, in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Borrower and each Loan Party and the location of the Chief Executive Office chief executive office of each Borrower and each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower Company that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary, a Securitization Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent, the Global Coordinators and/or the Joint Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC”, the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01 and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Certificates; Other Information. Deliver Furnish to the Administrative Agent for prompt further distribution (who shall promptly furnish to each Lender) or, in the case of clause (g), to the relevant Lender: (a) no later than five promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 5.1 or this Section 5.2, confirmation of whether such statements or information contains any Private Lender Information. The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (5Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) days after and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders, provided that if the Borrower has not indicated whether a document or notice delivered pursuant to Section 5.1 or this Section 5.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its Subsidiaries or their securities; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b5.1(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer report of the Borrower; (b) no later than five (5) days after accounting firm opining on or certifying such financial statements stating that in the delivery course of its regular audit of the financial statements referred to in Section 6.01(a)of the Borrower and its consolidated Subsidiaries, but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means which audit was conducted in accordance with applicable generally accepted auditing standards) of its independent registered public , such accounting firm stating that in making the examination necessary therefor obtained no knowledge was obtained of that any Event of Default under Section 7.11 insofar as it relates to financial covenant matters has occurred or, if any in the opinion of such Event of accounting firm such a Default shall existhas occurred, stating specifying the nature and status of such eventextent thereof; (c) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 5.1, copies (i) a certificate of all annuala Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, regular, periodic and special reports and registration statements which (ii) (x) with respect to each annual financial statement commencing with the fiscal year of the Borrower or any Restricted Subsidiary files ending September 30, 2015, the amount, if any, of Excess Cash Flow for such fiscal year, together with the SEC or with any Governmental Authority that may be substituted therefor calculation thereof in reasonable detail), (other than amendments to any registration statement (y) to the extent such registration statementnot previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any federally registered, issued or applied for U.S. intellectual property acquired or developed by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the form it became effectivecase of the first such report so delivered, is since the Closing Date) and (z) a list of all filings of applications for the registration of any Intellectual Property with any Intellectual Property Registry, or filings of a “Statement of Use” or an “Amendment to Allege Use” with respect to any “intent-to-use” Trademark applications since the date of the most recent report delivered pursuant to this clause (z) (or, in the case of the first such report so delivered, since the Closing Date), exhibits to any registration statement and(iii) certifying a list of names of all Immaterial Subsidiaries, if applicable, any registration statement that each Subsidiary set forth on Form S-8such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of the definition of the term “Immaterial Subsidiary,” and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto(iv) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary; (d) promptly as soon as available, but in any event within 90 days after the furnishing thereof, copies last day of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess fiscal year of the Threshold Amount Borrower (commencing with the fiscal year ending on or about September 30, 2015), a reasonably detailed consolidated budget for the following fiscal year (including (i) projected consolidated quarterly income statements and not otherwise required (ii) projected consolidated annual balance sheets of the Borrower and its consolidated Subsidiaries, the related consolidated statements of projected cash flow and projected changes in financial position and projected income) (collectively, the “Projections”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results therein by a material amount and there is no assurance that any projections will be furnished to the Lenders pursuant to any clause of this Section 6.02;realized; and (e) together promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name its ongoing obligations under applicable “know your customer” and the jurisdiction of formation of each Loan Party anti-money laundering or terrorist financing rules and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&Pregulations, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestPatriot Act.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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 delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of any class or series of debt securities (other than in connection with any board observer rights) of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or of any of its Restricted Subsidiaries pursuant to the terms of the ABL Credit Agreement, the Senior Interim Loan Credit Agreement, the Senior Subordinated Interim Loan Credit Agreement, the Senior Notes Indenture, the Senior Subordinated Notes Indenture, the Exchange Notes Indentures or any Mezzanine Debt Permitted Subordinated Notes Documentation, or Junior Financing Documentation in each case in a case, so long as the aggregate outstanding principal amount in excess of thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (ed) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or and the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. (a) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Syndication Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Deliver The Borrower shall furnish to the Administrative Agent Agent, for prompt further distribution to each Lender: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (bSection 6.01(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCertificate; (b) no later than five (5) days after promptly upon receipt thereof, copies of all final audit reports submitted to the delivery Borrower or any of its Subsidiaries by independent public accountants in connection with each annual, interim or special audit of the financial statements referred to in Section 6.01(a), but only if available after of the use of commercially reasonable efforts, a certificate (Borrower or other appropriate reporting means in accordance with applicable auditing standards) any of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any Subsidiaries made by such Event of Default shall exist, stating the nature and status of such eventaccountants; (c) promptly after the same are publicly availablepromptly, copies of all annualForms 10-K and 10-Q that the Borrower may file with the SEC and copies of all other financial statements, proxy statements and regular, periodic and or special reports and registration statements which (including Form 8-K) that the Borrower may make to, or any Restricted Subsidiary files file with, the SEC, unless such copies have been publicly filed with the SEC and are available on the SEC’s website or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (have been posted to the extent Borrower’s website (and notification of any 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 posting has been provided to the Administrative Agent pursuant heretoAgent); (d) (i) promptly and in any event within three (3) Business Days after any Responsible Officer of the Borrower learning thereof, notification of any changes after the furnishing thereofdate hereof in any Financial Strength Rating in respect of EIG and (ii) promptly upon receipt thereof by EIG, copies a copy of any material requests or material notices received by any Loan Party (other than in written communication from A.M. Best addressed to EIG that could reasonably be expected to have an adverse effect on the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;then current Financial Strength Rating; and (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a)promptly, (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties Borrower or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the any Loan DocumentsDocument, as the Administrative Agent, for itself or at the request of any Lender, may from time to time reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender through for purposes of compliance with applicable “know-your-customer” rules and Anti-Money Laundering Laws, including the PATRIOT Act. Documents required to be delivered pursuant to Section 6.01, this 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 Borrower posts such documents or provides a link thereto on the Borrower’s website on the Internet; (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or 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 clauses (ii) and (iii) of this paragraph, the Borrower shall notify the Administrative Agent of the posting of any such documents and, solely with respect to clause (ii), provide to the Administrative 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 Borrower or its Subsidiaries with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Credit Parties hereby acknowledges that (a) the Administrative Agent will make available information and projections (collectively, “Borrower Materials”) to the Lenders by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders may from time be “public side” Lenders that do not wish to time reasonably requestreceive MNPI (each, a “Public Lender”). The Borrower shall clearly designate as such all Borrower Materials provided to the Administrative Agent by or on behalf of the Borrower which are suitable to make available to Public Lenders. If the Borrower has not indicated whether Borrower Materials cannot be distributed to Public Lenders, the Administrative Agent shall post such Borrower Materials solely on that portion of the Platform designated for non-Public Lenders.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm stating accountants auditing such financial statements that addresses either (i) whether in making the examination necessary therefor no or (ii) through performance of other acceptable procedures under professional auditing standards, such firm obtained knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (i) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the BV Borrower (which shall set forth reasonably detailed calculations (A) demonstrating compliance with Section 7.11 and (B) in the case of any delivery of financial statements under Section 6.01(a) in respect of any fiscal year ending on or after December 31, 2007, of Excess Cash Flow for such fiscal year) and (ii) at any time on or after the tenth (10th) day prior to the last day of any fiscal quarter, the Equity Investors may deliver notice of their intent to provide the BV Borrower with Net Cash Proceeds (a “Notice of Intent to Make An Equity Infusion”) through capital contributions or the purchase of Equity Interests by one or more Equity Investors as contemplated pursuant to clause (b)(xiii) and the final proviso of the definition of “Consolidated EBITDA”; provided that the delivery of a Notice of Intent to Make An Equity Infusion shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; provided further that from the date of receipt of such Notice of Intent to Make an Equity Infusion by the Administrative Agent until the 20th Business Day following the delivery of the Compliance Certificate, neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the BV Borrower or any Restricted Subsidiary files filed with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements statement or material reports report furnished to to, any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other written correspondence received from the SEC (or comparable agency in any applicable non-US 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; (f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) a report supplementing Schedule 5.07(c) hereto, including, in the case of annual Compliance Certificates onlysupplements to Schedule 5.07(c), a report setting forth the information required an identification of all owned real property Disposed of by sections describing the legal name and the jurisdiction of formation of each any Loan Party and the location or any of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information its Restricted Subsidiaries since the Closing Date or the date delivery of the last such reportsupplements and a list and description of all Material Real Property acquired since the delivery of the last supplements (including the street address (if available), county or other relevant jurisdiction, state or other relevant jurisdiction, and the record owner), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (fg) within five (5) business days of receipt of notice thereof by promptly after any Borrower has notified the Borrower, written notice Administrative Agent of any announcement intention by such Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooksuccessor form; and (gh) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), Section 6.01(b), Section 6.02(c) or Section 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 BV Borrower posts such documents, or provides a link thereto on the BV 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 BV Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) upon the request of the Administrative Agent, the BV Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender and (B) the BV Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 BV Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery of or maintaining its copies of such documents. The BV Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the BV Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the BV Borrower or its securities) (each, a “Public Lender”). The BV Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the BV Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the BV Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated “Private Investor.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of an Event of Default resulting from a violation of Section 7.11 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of Holdings or the Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default under resulting from a violation of Section 7.11 or7.11, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure, in and of itself without the corresponding application of proceeds from a Permitted Equity Issuance pursuant to Section 8.05, shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided);Certificate; and (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 6.01(a), (b), (c) or Section 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 Holdings or the Company posts such documents, or provides a link thereto on Encore Medical’s, Holdings’ or 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 Holdings or the Company’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) upon written request by the Administrative Agent, Holdings or the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings or the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings or the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Holdings or the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). Holdings and the Company hereby agree to make all Borrower Materials that Holdings and the Company intend to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC”. By designating Borrower Materials as “PUBLIC”, Holdings and the Company authorize such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to Holdings, the Company or their securities for purposes of United States Federal and state securities laws. Notwithstanding the foregoing, neither Holdings nor the Company shall be under any obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing concurrently with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if knowledge of any such Event of Default shall existwas so obtained, relevant information stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, Opco Holdings or (so long as GVR is a co-borrower hereunder) GVR Holdings may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(b) (or, if not received by the Borrower or the applicable Subsidiary prior to the date of such delivery, promptly after the furnishing thereof), copies of any material requests or material notices received by the Borrower or any Loan Party Restricted Subsidiary (other than in the ordinary course of business) for the fiscal period covered by such Compliance Certificate or material statements or material reports furnished to any holder of debt securities (other than in connection with of the Borrower or any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries Subsidiary pursuant to the terms of any Mezzanine Debt Junior Financing Documentation, or Junior Financing Documentation in each case any other Indebtedness (other than intercompany Indebtedness among the Borrower and the Restricted Subsidiaries) of the Borrower or any Restricted Subsidiary for the fiscal period covered by such Compliance Certificate in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with no later than five (5) days after the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) updated exhibits to the Security Agreement in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location accordance with Section 4.14 of the Chief Executive Office of each Loan Party Security Agreement and updated exhibits to the Pledge Agreement in accordance with Section 4.6 of the Perfection Certificate Pledge Agreement or confirming that there has been no change in either such information exhibits since the Closing Date (or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter period covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and ), (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate and indicates whether such Subsidiary is a Native American Subsidiary or an Immaterial Subsidiary and (to iv) a report setting forth the extent that there have been any changes in payments and receipts made or received, as applicable, under the identity of such Subsidiaries since Opco Parent Cost Allocation Agreement, the Closing Date GVR Parent Cost Allocation Agreement or the most recent list provided)Subsidiary Cost Allocation Agreements by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) or any of their respective Subsidiaries during the applicable period; (f) within no later than five (5) business days after the delivery of receipt of notice thereof each Compliance Certificate pursuant to Section 6.02(b) (or, if not received by the BorrowerBorrower or the applicable Subsidiary prior to the date of such delivery, written notice promptly after receipt thereof), a copy of (i) each report delivered by any announcement Manager to any Loan Party pursuant to any Management Agreement with respect to the calculation of any change the Management Fees (as defined in the Borrowerapplicable Management Agreement) for the fiscal period covered by such Compliance Certificate, (ii) each report delivered by any manager to any Unrestricted Subsidiary pursuant to a management agreement or similar agreement with respect to calculation of the related management fee for the fiscal period covered by such Compliance Certificate, and (iii) each amendment, modification, consent or waiver to the Manager Documents, the Opco Tax Sharing Agreement, the GVR Tax Sharing Agreement, the Opco Parent Cost Allocation Agreement, the GVR Parent Cost Allocation Agreement, any Subsidiary Cost Allocation Agreement, the Opco Transition Services Agreement, the GVR Transition Services Agreement, any Opco IP Agreement, any GVR IP Agreement or any Subsidiary Tax Sharing Agreement entered into during such fiscal period not previously delivered pursuant to Section 6.03(b); (g) promptly following the Administrative Agent’s corporate family rating from Xxxxx’x or corporate credit rating from S&Pany Lender’s request therefor, all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including outlookthe Patriot Act; and (gh) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Parent, any Loan Parties Party or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver The Servicer shall furnish to the Purchaser, the Agents and each Lender, in form and detail satisfactory to the Administrative Agent for prompt further distribution to each Lenderand the Required Lenders: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b3.2(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm accountants stating that in making the examination necessary therefor no knowledge was obtained of any Event of Servicer Default under with respect to the financial covenants set forth in Section 7.11 5.3 or, if any such Event of Servicer Default shall exist, stating the nature and status of such event; (b) promptly upon receipt by Holdings or any Subsidiary of any detailed written audit report, written report, “management letter” or other written recommendation submitted by independent accountants to Holdings or any Subsidiary in connection with any annual or special audit of the books of such Person, in each case citing a material weakness in internal controls, notice of receipt thereof, and a copy of each such written report or “management letter” unless (i) ACG has been informed by such independent accountants that delivery thereof to the Administrative Agent or the Lenders is not permitted by generally applicable policies of such independent accountants and (ii) such information is not being delivered to any other lenders or creditors of Holdings or any Subsidiary; (c) promptly, and in any event within five (5) Business Days after receipt thereof by Holdings or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of Holdings or any Subsidiary; (d) promptly after the same are publicly available, (i) copies of each annual report, proxy or financial statement or other material report generally sent to the stockholders of Holdings or any Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower Holdings or any Restricted Subsidiary files may file or be required to file with the SEC under Section 13 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights15(d) of any Loan Party or the Securities Exchange Act of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation1934, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary upon the request of the Borrower that identifies each Subsidiary as a Restricted Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or an Unrestricted Subsidiary as of any state or local agency responsible for environmental matters, the date of delivery of such Compliance Certificate (to the extent that there have been United States Occupational Safety and Health Administration, or any changes in the identity of such Subsidiaries since the Closing Date state or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrowerlocal agency responsible for health and safety matters, written notice of or any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x successor agencies or corporate credit rating from S&Pauthorities concerning environmental, including outlookhealth or safety matters; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of Holdings or the Loan Parties or any of their respective Restricted SubsidiariesServicer, or compliance with the terms of the Loan Documents, as the Administrative Agent (or any Lender through the Administrative Agent Agent) may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section ‎Section 6.01(a) and (b‎(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerParent; (b) no later than five (5) days after except for any Form 10-K or Form 10-Q filed with the delivery of the financial statements referred to in Section 6.01(a)SEC, but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent or any Restricted Subsidiary 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; (dc) promptly no later than five (5) days after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant the financial statements referred to Section 6.02(ain ‎Section 6.01(a), (i) in the case of annual Compliance Certificates only, a i)a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the a Perfection Certificate or confirming that Supplement to the extent there has been no a change in such information since the Closing Date or the date of the last such report, (ii) a description report and/or confirming that there has been no change in the information not included in such report since the Closing Date or the date of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) report and (iii) a ii)a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary Subsidiaries as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gd) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent Agent) may from time to time reasonably request. The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, ClearPar or a substantially similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent, any Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in ‎Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, Parent shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver (a) The Loan Parties shall furnish to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after Agent, concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date6.1, a duly completed Compliance Certificate signed by certificate of a Responsible Financial Officer of the BorrowerLoan Parties, substantially in the form of Exhibit N (a “Compliance Certificate”), certifying (i) to the best of his knowledge, that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) the compliance by Xxxxxx Foods with Section 7.15 and Section 7.16 and setting forth in reasonable detail the calculations required to establish the compliance by Xxxxxx Foods with such sections; (b) no later than five (5) days after Each Loan Party shall furnish promptly to the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;Administrative Agent: (ci) promptly after the same are publicly upon their becoming available, copies of all annualfinancial statements, regularreports, notices and proxy statements sent or made available to the public generally by each such Loan Party, and all regular and periodic and special reports and all final registration statements which and final prospectuses, if any, filed by the Borrower with any securities exchange or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentationcomparable functions, or Junior Financing Documentation equivalent entities in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a)relevant jurisdiction, (i) in the case of annual Compliance Certificates only, a report setting forth the information required or distributed by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary to its shareholders generally; and as a Restricted or an Unrestricted Subsidiary soon as of the date of delivery of such Compliance Certificate (to the extent that there have been practicable following any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptlyrequest therefor, such additional customary other information regarding the businessoperations, legal, business affairs and financial or corporate affairs condition of the Loan Parties or any of their respective Restricted SubsidiariesParties, or compliance with the terms of this Agreement and the other Loan DocumentsDocuments (including the use of proceeds of any Loan), as the Administrative Agent or any Lender may reasonably request through the Administrative Agent; (ii) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent may from time or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act, the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws; and (iii) on the Acquisition Closing Date, a certificate of a Responsible Officer of the Borrower, certifying the consummation of the Acquisition on such date pursuant to time reasonably requestthe terms of the Acquisition Agreement in all material respects, or, if the Acquisition is not so consummated on such date, certifying to such effect and describing the actions proposed to be taken by the Loan Parties in connection therewith to comply with Section 2.4(b)(viii). Each of the Loan Parties hereby acknowledges that the Administrative Agent will make available to the Lenders all the information provided by or on behalf of the Loan Parties. Information in respect of each Guarantor required to be delivered pursuant to clause (b) of this Section 6.2 shall be deemed to have been delivered to the Lenders on the date on which a Loan Party notifies the Administrative Agent that such information has been posted in an internet or intranet website to which each Lender has access or is available on the website of the Lima Stock Exchange or any successor at xxxx://xxx.xxx.xxx.xx (to the extent such information has been posted or is available as described in such notice); provided that for the avoidance of doubt, the Administrative Agent shall have no obligation to procure and distribute any such information.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; XXXXXXX 0000000 (2K) (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure, in and of itself without the corresponding application of proceeds from a Permitted Equity Issuance pursuant to Section 8.05, shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Subordinated Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 6.01(a), (b), (c) or (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 Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant XXXXXXX 0000000 (2K) 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) no later than five Concurrently with: (5i) days after the delivery of the financial statements referred to in Section 6.01(a) and (b) and (if such monthly financial statements are requested by the Administrative Agent) Section 6.01(c), commencing with the first full fiscal quarter completed after the Closing Date, (A) a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCompany, including the calculation of the financial covenants set forth in Section 7.11(a) and (b) 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 the Threshold Amount; (bii) no later than five [Reserved]; (5iii) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after financial projections for the use 12 months succeeding the date of commercially reasonable effortssuch financial statements, such projections to be prepared by management of the Company, in form satisfactory to the Administrative Agent; and (iv) any event described herein requiring Pro Forma Compliance, a certificate duly completed Pro Forma Compliance Certificate (including the calculation of the financial covenants set forth in Section 7.11(a) and (b)) signed by a Responsible Officer of the Company; (b) (i) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or other appropriate reporting means in accordance any Lender for purposes of compliance with applicable auditing standards“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of its independent registered public accounting firm stating that beneficial owners identified in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventcertification; (c) [Reserved] (d) in the event of any Acquisition, the certificates and information required by Section 7.12; (e) [Reserved] (f) [Reserved] (g) 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 Company by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them; (h) promptly after the same are publicly 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 Borrower Company may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (di) promptly promptly, and in any event within five Business Days after the furnishing 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 material requests applicable non-U.S. jurisdiction) concerning any investigation or material notices received possible investigation by any Loan Party (such agency regarding financial or other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) operational results of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Subsidiary thereof; (ej) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)[Reserved]; (fk) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook[Reserved]; and (gl) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties Company or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), (b) or (c) or Section 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, 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 an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to 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) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the 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 Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Company shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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 delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of any class or series of debt securities (other than in connection with any board observer rights) of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or of any of its Restricted Subsidiaries pursuant to the terms of the ABL Credit Agreement, the Senior Interim Loan Credit Agreement, the Senior Subordinated Interim Loan Credit Agreement, the Senior Notes Indenture, the Senior Subordinated Notes Indenture, the Exchange Notes Indentures or any Mezzanine Debt Permitted Subordinated Notes Documentation, or Junior Financing Documentation in each case in a case, so long as the aggregate outstanding principal amount in excess of thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (ed) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or and the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein to the contrary, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Syndication Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Deliver to the Administrative Agent Agent, for prompt further distribution to each Lender: (a) no as soon as available and in any event not later than five (5) days 5 Business Days after the delivery of the financial statements referred to in Section Sections 6.01(a) and (b6.01(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate Certificate, substantially in the form of Exhibit D hereto, signed by a Responsible Officer of the Borrower; Parent (bA) no later than five certifying as to whether a Default has occurred and is continuing on the date thereof and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (5B) days after setting forth reasonably detailed calculations demonstrating compliance with the delivery financial covenants set forth in Section 7.10, and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 orabove and, if any such Event of Default shall existchange has occurred, stating specifying the nature and status effect of such eventchange on the financial statements accompanying such certificate; (cb) promptly after sending or filing thereof, copies of each annual report, proxy or financial statement or other report or communication sent to the same are publicly availablestockholders of the Parent generally in their capacity as stockholders, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Parent files with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statementnational securities exchange, 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; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by notice of any Loan Party (other than default that has occurred with respect to any Indebtedness having a value in excess of the ordinary course of business) or material statements or material reports Threshold Amount furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries such Indebtedness pursuant to the terms of any Mezzanine Debt Documentationindenture, loan or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and credit or similar agreement not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (ed) together with the delivery promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Domestic Subsidiary thereof, copies of each Compliance Certificate pursuant to Section 6.02(a), (i) in notice or other correspondence received from the case SEC concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each any Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each any Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookthereof; and (ge) promptly, such additional customary information regarding the business, legalfinancial, financial legal or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 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 Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Parent shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and, upon request of the Administrative Agent, 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 Parent 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 Parent 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 Co-Borrowers hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Co-Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Co-Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that is intended by the Administrative Agent and the Co-Borrowers to be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Co-Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Parent or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of an Event of Default resulting from a violation of Section 7.11 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default under resulting from a violation of Section 7.11 or7.11, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure, in and of itself without the corresponding application of proceeds from a Permitted Equity Issuance pursuant to Section 8.05, shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a)6.02(b) at the end of each fiscal year of the Company, (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report or any interim report, and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided);Certificate; and (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 6.01(a), (b), (c) or Section 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 posts such documents on XXXXX, or provides a link thereto on Parent’s, Holdings’ or 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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). the Company hereby agrees to make all Borrower Materials that the Company intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC”. By designating Borrower Materials as “PUBLIC”, the Company authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United States Federal and state securities laws. Notwithstanding the foregoing, the Company shall not be under any obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; 55738387_110 (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and, if such Compliance Certificate demonstrates an Event of Default under the Financial Covenant, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements or material reports furnished to to, (i) any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt (A) CMBS Facilities Documentation, (B) Credit Agreement Refinancing Indebtedness, (C) any Incremental Equivalent Debt, (D) any unsecured Indebtedness, (E) any Indebtedness that is secured on a junior basis to the Obligations or (F) any Junior Financing Documentation Documentation, in each the case of preceding clauses (D), (E) and (F), in a principal amount in excess of greater than the Threshold Amount or (ii) any Person under a Master Lease and (in each case) not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) solely with respect to financial statements delivered pursuant to Section 6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing Section 3.03(c) of the legal name and Security Agreement or confirming that there has been no change in such information since the jurisdiction Closing Date or, if later, the date of formation the last such report), (ii) a description of each Loan Party event, condition or circumstance during the last fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.06(b) and the location (iii) an updated list of each Subsidiary that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Chief Executive Office date of each Loan Party delivery of the Perfection such Compliance Certificate (or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list providedupdate); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party, any Subsidiary or any of their respective Restricted SubsidiariesSpecified Lease Entity, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the 55738387_110 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif’, “pdf’ or similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure, in and of itself without the corresponding application of proceeds from a Permitted Equity Issuance pursuant to Section 8.05, shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Subordinated Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 6.01(a), (b), (c) or (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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Company or any Restricted Subsidiary the Parent files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent that such registration statement, in the form it became effective, is delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to the holder of (i) any holder class or series of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a having an aggregate outstanding principal amount in excess of greater than the Threshold Amount Amount, (ii) any Senior Exchange Notes, any Senior Interim Loans and any Refinanced Bridge Indebtedness, (iii) any publicly-issued debt, (iv) any Existing Retained Indebtedness or (v) any Existing Retired Notes, so long as not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (ed) together with the delivery of the financial statements pursuant to: (i) Section 6.01(a) and Section 6.01(b), a certificate of a Responsible Officer of the Borrower (A) to the effect that no Default existed during the period covered by such financial statements, or if any Default did exist, specifying the nature and extent thereof, (B) attaching a list of each Compliance Certificate Subsidiary of the Company that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list, (C) the calculation of Consolidated Senior Secured Debt to Consolidated EBITDA for the relevant Test Period, (D) the calculation of Consolidated Total Debt to Consolidated EBITDA for the relevant Test Period and (E) the amount of any Pro Forma Adjustment not previously set forth in a certificate delivered pursuant to Section 6.02(a6.02(e) or any change in the amount of a Pro Forma Adjustment set forth in any certificate previously delivered pursuant to Section 6.02(e) and, in either case, in reasonable detail, the calculations and basis therefor; and (ii) Section 6.01(a), a certificate of a Responsible Officer of the Borrower (iA) in the case of annual Compliance Certificates only, attaching a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiiB) setting forth in reasonable detail the Available Amount and the Available Equity Amount as at the end of the fiscal year to which such financial statements relate; (e) not later than any date on which financial statements are delivered with respect to any Test Period in which a list Pro Forma Adjustment is made as a result of each the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of a Responsible Officer of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of setting forth the date of delivery amount of such Compliance Certificate (to Pro Forma Adjustment and, in reasonable detail, the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookcalculations and basis therefor; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver Prologis shall deliver, or cause to the be delivered, to Global Administrative Agent for prompt further distribution (or, in the case of Section 10.2(c), Sustainability Structuring Agent), in form and detail reasonably satisfactory to each Lender:Global Administrative Agent (or, in the case of Section 10.2(c), Sustainability Structuring Agent): (a) no later than five (5) days after concurrently with the delivery of the each set of financial statements referred to in Section 6.01(a10.1(a), an opinion from a Registered Public Accounting Firm of nationally recognized standing to the effect that such financial statements were prepared in all material respects in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition of Prologis and its Consolidated Subsidiaries, and, if applicable, General Partner and its Consolidated Subsidiaries, as of the date thereof, and the consolidated results of operations of Prologis and its Consolidated Subsidiaries, and, if applicable, General Partner and its Consolidated Subsidiaries, for the fiscal year then ended; (b) concurrently with the delivery of each set of financial statements referred to in Sections 10.1(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventPrologis; (c) promptly no earlier than 45 days after the same are publicly availablelast day of the first fiscal quarter of each fiscal year of Prologis and no later than 45 days after the last day of the second fiscal quarter of each fiscal year of Prologis, copies a duly completed Sustainability Certificate (attaching an Assurance Report) signed by a Responsible Officer of all annualPrologis; provided that, regularfor any fiscal year Prologis may elect not to deliver a Sustainability Certificate, periodic and special reports and registration statements which the Borrower such election shall not constitute a Default or any Restricted Subsidiary 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 heretoEvent of Default; (d) promptly after the furnishing thereofany request by Global Administrative Agent, copies of any material requests detailed audit reports, management letters or material notices received recommendations submitted to the board of directors of General Partner by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than independent accountants in connection with any board observer rights) the accounts or books of any Loan Party Company, or any audit of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Company; (e) together promptly after filing, true, correct, and complete copies of all material reports or filings filed by or on behalf of any Company with any Governmental Authority (including copies of each Form 10-K, Form 10-Q, and Form S-8 filed by or on behalf of any Company with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list providedSEC); (f) within five (5) business days promptly following any request therefor, provide information and documentation reasonably requested by Global Administrative Agent or any Lender for purposes of receipt of notice thereof by compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Borrower, written notice of any announcement of any change in Patriot Act and the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookBeneficial Ownership Regulation; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of any Company or General Partner (and to the Loan Parties or extent available to a Company, any of their respective Restricted Subsidiariesother Borrower), or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Global Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 10.1(a) or (b) or Section 10.2 (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 a Company posts such documents, or provides a link thereto, on its website on the internet at the website address listed on Schedule 14.2; or (ii) on which such documents are posted on its behalf on an internet or intranet website, if any, to which each Credit Party has access (whether a commercial, third-party website or whether sponsored by Global Administrative Agent); provided that a Company shall notify Global Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and, if requested, provide to Global Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, Global 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 any 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. Prologis hereby acknowledges that (a) Agents and/or Arrangers will make available to each Lender and the L/C Issuers materials and/or information provided by or on behalf of General Partner, if applicable, and Prologis hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to General Partner, Prologis or their respective securities) (each, a “Public Lender”). Prologis hereby agrees that: (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” General Partner and Prologis shall be deemed to have authorized each Credit Party to treat such Borrower Materials as not containing any material non-public information with respect to General Partner, Prologis or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agents and Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Prologis shall not have any obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCompany; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Company or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied as long as such filing is publicly available on the SEC’s XXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by the Borrower or any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Existing RCF Credit Agreement, the Closing DateAmendment No. 4 Senior UnsSecured Bridge LoansNotes, the Closing Date Senior Unsecured Notes, the Target Notes or any Mezzanine Debt Documentation, or Junior Financing Documentation and, in each case case, any Permitted Refinancing thereof, in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Borrower and each Loan Party and the location of the Chief Executive Office chief executive office of each Borrower and each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower Company that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary, a Securitization Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent, the Global Coordinators and/or the Joint Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC”, the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01 and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in the course of (5i) making the examination necessary therefor and (ii) performing certain other procedures permitted by professional standards, no knowledge was obtained of any Event of Default under Section 7.11 or, if any Event of Default shall exist, stating the nature of such event; (b) no later than five days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; Company and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (ba “Notice of Intent to Cure”) no later than five (5) days after such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the financial statements referred to in Section 6.01(a)occurrence, but only if available after the use existence or continuation of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the 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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerParent; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Parent 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; (dc) 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) or material statements or material reports furnished that would reasonably be expected to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case result in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Material Adverse Effect; (ed) together with the delivery of each the Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03 of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such reportCompliance Certificate, (ii) a description of each event[reserved], condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower Subsidiaries that identifies each Subsidiary as a Restricted Material Subsidiary, Unrestricted Subsidiaries or an Unrestricted Immaterial Subsidiary as of the date last day of delivery of the period covered by such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent date of the last such list provided)and (iv) such other information required by the Compliance Certificate; provided that delivery of the items listed in clauses (i) and (iii) above shall not be require to extent there have been no changes with respect thereto since such items were last delivered; (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (ge) promptly, (x) such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest and (y) 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 31 C.F.R. § 1010.230 (to the extent applicable). Documents required to be delivered pursuant to Section 6.01(a), (b) and (c), Section 6.02(a), Section 6.02(b) or Section 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 Parent posts such documents, or provides a link thereto, on the website of the Parent at xxxx://xxxxx-xxxxx.xxx or any other website address provided to the Administrative Agent by the Parent; (ii) on which such documents are posted on XXXXX or (ii) on which such documents are posted on the Parent’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) upon written request by the Administrative Agent, the Parent shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Parent shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Parent and the Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers the Borrower Materials by posting such Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document until the Cure Amount has been received (unless the Loans and other obligations under the Loan Documents have been declared due and payable pursuant to Section 8.02(b)); (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt DocumentationExisting Notes Indenture, the Senior Notes Indenture or any Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a an updated list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirming that there have has been any changes no change in the identity of such Subsidiaries information since the Closing Date or the most recent list provideddate of the last such update); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif,” “pdf” and similar file formats delivered by email).

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the actual delivery of the financial statements referred to in Section 6.01(aSections ‎6.01(a) and (b‎(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerBorrower and, to the extent resulting in any change to the Applicable ECF Percentage or Applicable Rate, setting forth the Consolidated First Lien Net Leverage Ratio (but without the requirement to provide any calculations thereof) as of the most recently ended Test Period; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary 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; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may be satisfied so long as such information is publicly available on the SEC’s EXXXX website; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Notes Documents or any Junior Financing Documentation in each case in with a principal amount in excess of the Threshold Amount and, in each case, any Permitted Refinancing thereof, and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section ‎Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section ‎Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section ‎Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary or an Unrestricted Excluded Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days date of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, Roadshow Access (if applicable) or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC,” the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws or is of a type that would be publicly available if the Borrower were a public reporting company (as reasonably determined by the Borrower). Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to ‎Section 6.01 (excluding, for the avoidance of doubt, ‎6.01(c)) and (iii) any Compliance Certificates delivered pursuant to ‎Section 6.02(a) and (iv) notices delivered pursuant to ‎Section 6.03(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a letter or certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) with respect to the financial statements delivered pursuant to Section 6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Second Restatement Effective Date or the date of the last such report; provided, however, that the Borrower shall notify the Administrative Agent, promptly after obtaining knowledge thereof, of any change in the information required by Section 3.03(c) of the Security Agreement, (ii) a description of each event, condition or circumstance during the last fiscal quarter year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Certificate; (f) within five together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (5i) business days a report identifying any changes to the list of receipt Immaterial Subsidiaries set forth on Schedule 1.01C hereto as of notice thereof by the Borrowerdate of delivery of such Compliance Certificate or (ii) a report certifying that, written notice as of any announcement the date of any delivery of such Compliance Certificate, there has been no change in to Schedule 1.01C hereto since the Borrower’s corporate family rating from Xxxxx’x Second Restatement Effective Date or corporate credit rating from S&P, including outlookthe date of the most recently delivered Compliance Certificate; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxx.xxx; or (ii) on which such documents are posted on Holdings’ 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) upon written request by the Administrative Agent, Holdings shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent (for prompt further distribution to each Lender), in form and detail reasonably satisfactory to the Agent: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), ) (commencing with the first full fiscal quarter completed after delivery of the Closing Datefinancial statements for the Fiscal Quarter ended on or about August 2, 2020), a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerParent, and in the event of any material change in generally accepted accounting principles used in the preparation of such financial statements, to the extent not previously disclosed in Pubco’s periodic reports with the SEC, Parent shall also provide (i) a statement of reconciliation conforming such financial statements to GAAP and (ii) a copy of management’s discussion and analysis with respect to such financial statements; (b) (A) on the fifteenth (15th) day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day) or (B) more frequently (but no later more frequently than five weekly and so long as the same frequency of delivery is maintained by the Borrower for the immediately following ninety (590) days after day period) as the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable effortsLoan Parties may elect, a certificate in the form of Exhibit F (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal Month (or other appropriate reporting means in accordance with the case of a delivery of a Borrowing Base Certificate pursuant to (B) above, the date specified therein) (provided, that, the Appraised Value applied to the Eligible Inventory set forth in each Borrowing Base Certificate shall be the Appraised Value set forth in the most recent appraisal obtained by the Agent pursuant to Section 6.10 hereof (or prior to the Flip Date, pursuant to the definition of Appraised Value in Section 1.01) for the applicable auditing standardsperiod to which such Borrowing Base Certificate relates), each Borrowing Base Certificate to be certified as complete and correct in all material respects by a Responsible Officer of the Borrower; provided, that at any time during an Accelerated Borrowing Base Delivery Event, such Borrowing Base Certificate shall be delivered on the third (3rd) Business Day of its independent registered public accounting firm stating that in making each week as of the examination necessary therefor no knowledge was obtained close of any Event business on the last day of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventimmediately preceding week; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereofupon receipt, copies of any material requests detailed audit reports, management letters or material notices received recommendations submitted to the management of the Parent by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than its Registered Public Accounting Firm in connection with the accounts or books of the Parent or the Borrower, or any board observer rights) of any Loan Party or audit of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02them; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of any Event of Default resulting from a violation of Section 7.11 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section Sections 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default under resulting from a violation of Section 7.11 or7.11, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, High Yield Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Original Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’ or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerParent; (b) no later than five (5) days after except for any Form 10-K or Form 10-Q filed with the delivery of the financial statements referred to in Section 6.01(a)SEC, but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent or any Restricted Subsidiary 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; (dc) promptly no later than five (5) days after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant the financial statements referred to in Section 6.02(a6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the a Perfection Certificate or confirming that Supplement to the extent there has been no a change in such information since the Closing Date or the date of the last such report, report and/or confirming that there has been no change in the information not included in such report since the Closing Date or the date of the last such report and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary Subsidiaries as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gd) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent Agent) may from time to time reasonably request. The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, ClearPar or a substantially similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent, any Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, Parent shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each LenderAgent: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests statement or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports report furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries the Borrower pursuant to the terms of any Mezzanine Debt Documentationindenture, loan or Junior Financing Documentation credit or similar agreement (other than offering circulars issued by the 4856-8235-6738 v.5 Borrower in each case in a principal amount in excess of the Threshold Amount connection with bond offerings) and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (eb) together with promptly, and in any event within ten (10) Business Days after receipt thereof by the delivery Borrower, copies of each Compliance Certificate pursuant to Section 6.02(anotice 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 the Borrower; (c) promptly (and in any event, within five (5) Business Days), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement by Xxxxx’x of any change in the Xxxxx’x Debt Rating or of any suspension or withdrawal of its rating of the Borrower’s corporate family senior unsecured long-term non-credit enhanced debt and (ii) notice of any announcement by S&P of any change in the S&P Debt Rating or of any suspension or withdrawal of its rating from Xxxxx’x of the Borrower’s senior unsecured long-term non-credit enhanced debt; (d) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or corporate credit rating from S&Pany Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including outlookincluding, without limitation, the USA Patriot Act; and (ge) promptly, such additional customary information regarding the business, legal, business or financial or corporate affairs of the Loan Parties or any of their respective Restricted SubsidiariesBorrower, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain or another similar electronic system (the “Platform”) and (b) certain of 4856-8235-6738 v.5 the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section Sections 6.01(a) and 6.01(b) (bor the date on which such delivery is required), commencing with the first full fiscal quarter completed after the Closing Restatement Effective Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; it being understood that , if applicable for such period of delivery, such Compliance Certificate shall include (i) information about Net Proceeds received in the period for individual amounts greater than $5,000,000 and set forth statements of the Borrower’s intention regarding the use of any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition permitted hereunder of all or substantially all the assets of, or all the Equity Interests (other than directors qualifying shares) in a Person, division or line of business previously acquired) and (ii) calculations setting forth in reasonable detail the amount of any Cumulative Credit available at the beginning of the applicable period and at the end of such period and the amount and application of any Cumulative Credit during such period (it being understood that the Borrower has the right to reallocate usage of the Cumulative Credit in accordance with Section 1.02(i) from time to time); (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (dc) promptly after the furnishing thereof, copies of any material requests or material notices of default received by any Loan Party or Restricted Subsidiary (other than in the ordinary course of business) or material statements or material reports furnished to any holder of Indebtedness or debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt the ABL Facility Documentation, or any Junior Financing Documentation Documentation, any Permitted Additional Debt or any Permitted Refinancing of any thereof, in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (ed) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections of the Perfection Certificate describing the legal name and the jurisdiction of organization or formation of each Loan Party and the location of the Chief Executive Office chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Restatement Effective Date or the date of the last such report, (ii) a description of each (x) event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b2.13(a) and (y) Disposition of owned Real Property on which sits a trucking terminal and adjacent/vacant land located nearby and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Loan Party or an Unrestricted Subsidiary a non-Loan Party as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Certificate; (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; (f) promptly after the written request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (g) promptly after the receipt thereof by the Borrower or any of the Restricted Subsidiaries, a copy of any final “management letter” received by any such Person from its certified public accountants and the management’s response thereto; and (h) promptly following any request therefor by the Administrative Agent or any Lender, copies of (i) any material documents described in Section 101(k) of ERISA that any Loan Party may request with respect to any Multiemployer Plan and (ii) any material notices described in Section 101(l) of ERISA that any Loan Party may request with respect to any Plan or Multiemployer Plan, provided that if any Loan Party has not requested such material documents or material notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, such Loan Party shall make a request for such material documents or material notices from the such administrator or sponsor at the earliest date on which such Loan Party determines that it is commercially reasonable to so request in order to avoid the occurrence of an event that could reasonably be expected to result in a material liability, and shall provide copies of such material documents and material notices promptly after receipt thereof. Notwithstanding anything to the contrary, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law or any binding agreement, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a letter or certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings and, if such Compliance Certificate demonstrates an Event of Default of the covenant under Section 7.11, Holdings may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) with respect to the financial statements delivered pursuant to Section 6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report; provided, however, that the Borrower shall notify the Administrative Agent, promptly after obtaining knowledge thereof, of any change in the information required by Section 3.03(c) of the Security Agreement, (ii) a description of each event, condition or circumstance during the last fiscal quarter year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; (f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report identifying any changes to the extent that there have been any changes in list of Immaterial Subsidiaries set forth on Schedule 1.01C hereto as of the identity date of delivery of such Subsidiaries Compliance Certificate or (ii) a report certifying that, as of the date of delivery of such Compliance Certificate, there has been no change to Schedule 1.01C hereto since the Closing Date or the date of the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookrecently delivered Compliance Certificate; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxx.xxx; or (ii) on which such documents are posted on Holdings’ 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) upon written request by the Administrative Agent, Holdings shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer each set of the Borrower; (b) no later than five (5) days after the delivery of the consolidated financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its Holdings' independent registered certified public accounting firm accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five days after the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and 6.01(b), (i) a duly completed Compliance Certificate signed by a Responsible Officer of Holdings and (ii) at the option of the Equity Investors, notice of their intent to provide to the Borrowers the Net Cash Proceeds of any Permitted Equity Issuance to the Equity Investors in an amount equal to the amount necessary to cause the Loan Parties to be compliance with the covenants set forth in Section 7.11 (a "NOTICE OF INTENT TO MAKE AN EQUITY INFUSION") through capital contributions or the purchase of Equity Interests, as contemplated pursuant to clause (b)(xviii) and clause (x) of the final proviso of the definition of "Consolidated EBITDA", to be included in the calculation of "Consolidated EBITDA" for the period ending on the last day of such fiscal quarter in accordance with such clauses; provided that the delivery of a Notice of Intent to Make an Equity Infusion shall in no way affect or alter the occurrence, existence or continuation of any Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, except that from the date of receipt of such Notice of Intent to Make an Equity Infusion by the Administrative Agent until the twentieth Business Day following the delivery of the Compliance Certificate, neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans, terminate the Commitments or foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7.11, unless the Administrative Agent is notified that such equity infusion will not be made or such equity infusion is made in an amount less than the amount necessary to cause the Loan Parties to be in compliance with the covenants set forth in Section 7.11; (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement sent to the stockholders of Holdings, and copies of all annual, regular, periodic and special reports and registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) which the Borrower Holdings may file or be required to file, copies of any Restricted Subsidiary files report, filing or communication with the SEC under Section 13 or 15(d) of the 1934 Act, or with any Governmental Authority that may be substituted therefor (other than amendments to therefor, or with any registration statement (to the extent such registration statementnational securities exchange, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements statement or material reports report furnished by any Loan Party to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Lenders; (e) promptly after the receipt thereof by a Responsible Officer of any Loan Party or any of its Restricted Subsidiaries, copies of each notice or other correspondence received from any Regulatory Supervising Organization or Governmental Authority concerning any material investigation or other material inquiry regarding any material violation of applicable Law by any Loan Party or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case i)a report identifying all owned real property disposed of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each any Loan Party and the location or any of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information its Restricted Subsidiaries since the Closing Date or the date delivery of the last such reportsupplements and a list and description of all owned real property acquired since the delivery of the last supplements (including the street address (if available), county or other relevant jurisdiction, state and the record owner), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as is a Restricted or an Unrestricted Regulated Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes was not identified as such in the identity of such Subsidiaries since the Closing Date or the most recent list provided); immediately preceding Compliance Certificate delivered pursuant to this clause (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook); and (g) promptlypromptly after any request therefor, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any Restricted Subsidiary of their respective Restricted Subsidiariesany Loan Party, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on the Holdings' website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Holdings' behalf on SyndTrak or other relevant website, 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: Holdings shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents which notice may be included in the certificate delivered pursuant to Section 6.02(b). Except for such Compliance Certificates, the Administrative Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no responsibility to

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with a letter or certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.09 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or7.09, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a "NOTICE OF INTENT TO CURE") such Event of Default pursuant to Section 8.04; PROVIDED that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Administrative Agent and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b) with respect to the financial statements delivered pursuant to Section 6.01(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 2.03(k) of the Chief Executive Office of each Loan Party of the Perfection Certificate Pledge Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report; PROVIDED, HOWEVER, that the Borrower shall notify the Administrative Agent, promptly after obtaining knowledge thereof, of any change in the information required by 2.03(k) of the Pledge Agreement, (ii) a description calculation of each eventExcess Cash Flow for the fiscal year to which such financial statements related and the amount of Term Loans, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under if any, required to be prepaid pursuant to Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Certificate; (f) within five promptly following the reasonable request of the Administrative Agent or the Required Lenders, a report prepared by an independent actuarial consulting firm of recognized professional standing reasonably satisfactory to the Administrative Agent and the Required Lenders reviewing the adequacy of reserves of each Insurance Subsidiary determined in accordance with SAP, which firm shall be provided access to or copies of all reserve analysis and valuations relating to the Borrower or its Subsidiaries; PROVIDED that no request may be made pursuant to this clause (5f) business days unless there shall have occurred and be continuing an Event of Default; (g) promptly (i) after receipt thereof, copies of notice thereof (A) all triennial examinations and (B) any reports reviewing the adequacy of reserves, in each case delivered to such Person by the Borrowerany Applicable Insurance Regulatory Authority, insurance commission or similar regulatory authority, (ii) after receipt thereof, written notice of any announcement assertion by any Applicable Insurance Regulatory Authority or any Governmental Agency or agencies substituted therefor, as to a violation of any change in applicable Law by any Insurance Subsidiary, which could be reasonably expected to have a Material Adverse Effect, (iii) after receipt thereof, a copy of any notice of termination, cancelation or recapture of any Reinsurance Agreement or Retrocession Agreement to which an Insurance Subsidiary is a party to the Borrower’s corporate family rating from Xxxxx’x extent such termination or corporate credit rating from S&Pcancelation could reasonably be expected to have a Material Adverse Effect and (iv) after receipt thereof, copies of any notice of actual suspension, termination or revocation of any material license of any Insurance Subsidiary by any Applicable Insurance Regulatory Authority, including outlookany request by an Applicable Insurance Regulatory Authority that commits an Insurance Subsidiary to take or refrain from taking any action or which otherwise affects the authority of such Insurance Subsidiary to conduct its business; and (gh) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at http://www.uici.net; or (ii) on which such documents are posted on thx Xxxxxxxx'x xxxxxx 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 (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (I.E., soft copies) of such documents. 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

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookCertificate; and (gf) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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 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 Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Parent Borrower or any Restricted Subsidiary 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; (dc) 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) or material statements or material reports furnished that would reasonably be expected to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case result in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Material Adverse Effect; (ed) together with the delivery of each the Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03 of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such reportCompliance Certificate, (ii) a description of each event[reserved], condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower Subsidiaries that identifies each Subsidiary as a Restricted Material Subsidiary, Unrestricted Subsidiaries or an Unrestricted Immaterial Subsidiary as of the date last day of delivery of the period covered by such Compliance Certificate (to the extent or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent date of the last such list provided)and (iv) such other information required by the Compliance Certificate; provided that delivery of the items listed in clauses (i) and (iii) above shall not be require to extent there have been no changes with respect thereto since such items were last delivered; (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (ge) promptly, (x) such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesMaterial Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest and (y) 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 31 C.F.R. § 1010.230 (to the extent applicable). Documents required to be delivered pursuant to Section 6.01(a), (b) and (c), Section 6.02(a), Section 6.02(b) or Section 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 Parent Borrower posts such documents, or provides a link thereto, on the website of the Parent Borrower at xxxx://xxxxx-xxxxx.xxx or any other website address provided to the Administrative Agent by the Parent Borrower; (ii) on which such documents are posted on XXXXX or (ii) on which such documents are posted on the Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Parent Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Parent Borrower and the Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of any Borrower hereunder (collectively, the “Borrower Materials”) by posting such Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Deliver The Seller and the Guarantor, as applicable, shall furnish to the Administrative Agent for prompt further distribution to each LenderPurchaser: (ai) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(aSubsections 5.1(s)(i) and (b), commencing ii) above and in connection with the first full fiscal quarter completed after the Closing Datedelivery of each Confirmation, a duly completed Compliance Certificate signed by from a Responsible Officer of each of the BorrowerSeller and ART, which Compliance Certificate shall, among other things, on a quarterly basis describe in detail the calculations supporting the Responsible Officer's certification of ART's compliance with the Financial Covenants; (bii) as soon as available, but in any event not later than ninety (90) days after the end of each fiscal year of the Seller and ART, respectively, and provided that the disclosure does not violate Applicable Laws relating to insider trading, a copy of the projections of the Seller (if any) anx XXX xx xhe operating budget and cash flow budget of Seller (if any) and ART, respectively, for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer certifying that such projections have been prepared in good faith based upon reasonable assumptions; (iii) promptly upon receipt thereof, copies of all reports submitted to each of the Seller (if any) and ART by independent certified public accountants in connection with each annual, interim or special audit of the books and records of the Seller (if applicable) and ART made by such accountants, including, without limitation, any management letter commenting on the Seller's and ART's internal controls submitted by such accountants to management in connection with their annual audit; (iv) within forty-five (45) days of the end of each calendar quarter, the Seller shall provide the Purchaser with a quarterly report, which report shall include, among other items, a summary of such Seller's delinquency and loss experience with respect to Purchased Assets serviced by the Seller or any Servicer or PSA Servicer or any designee of the foregoing, the Seller's internal risk rating and/or surveillance on the Purchased Assets, and, to the extent provided to the Seller or any Servicer or PSA Servicer by the Borrowers under any Purchased Assets, operating statements, the occupancy status of such Purchased Property and other property level information plus any such additional reports as the Purchaser may reasonably request with respect to the Seller or any Servicer or PSA Servicer servicing portfolio or pending originations of Mortgage Assets; (v) within thirty (30) days after the same are sent, copies of all financial statements, reports, notices and other documents that each of the Seller and ART sends to its stockholders and, within thirty (30) days after the same are filed, copies of all financial statements and reports that the Seller and ART may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (vi) no later than five the fifteenth (515th) days after day of each month, with respect to each Purchased Asset, a Purchased Asset Data Summary, substantially in the delivery form of Exhibit XI ("Purchased Asset Data Summary"), properly completed; (vii) to the extent not prohibited by Applicable Law, the Seller shall promptly provide the Purchaser with copies of all documents that the Seller, the Guarantor or any Subsidiary of the financial statements referred Seller or the Guarantor is required to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means file with any regulatory body in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventregulations; (cviii) the Seller shall promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower deliver or any Restricted Subsidiary 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 cause to be delivered to the Administrative Agent pursuant heretoPurchaser (i) any report or material notice received by the Seller from any obligor under the Purchased Assets promptly following receipt thereof and (ii) any other such document or information relating to the Purchased Assets as the Purchaser may reasonably request in writing from time to time; (dix) promptly no later than sixty (60) days after the furnishing thereof, copies end of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess fiscal quarter of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Seller and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such reportGuarantor, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a an updated list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary Subsidiaries as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooktime; and (gx) promptly, such additional customary financial and other information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent Purchaser may from time to time reasonably request.

Certificates; Other Information. Deliver The Company shall furnish to the Administrative Agent for prompt further distribution (and the Administrative Agent will promptly distribute copies of the same to each Lender:the Lenders): (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (bsubsection 7.1(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm the Independent Auditor stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such or Unmatured Event of Default Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 7.1(a) and each set of quarterly statements referred to in subsection 7.1(b), a Compliance Certificate executed by a Responsible Officer (it being understood that the Compliance Certificate to be delivered in connection with the delivery of the audited financial statements as of the end of the 1998 fiscal year shall exist, stating be with respect to the nature and status of such eventcovenants in the Existing Credit Agreement); (c) promptly after the same are publicly availablepromptly, copies of all annual, financial statements and regular, periodic and or special reports (including Forms 10K, 10Q and registration statements which 8K) that Parent, the Borrower Company or any Restricted Subsidiary files with may make to, or file 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 heretoSEC; (d) promptly after the furnishing thereoffrom time to time, copies any notices (including notices of default or acceleration thereunder) received from any material requests holder or material notices received by any Loan Party (other than in the ordinary course of business) trustee of, under or material statements or material reports furnished with respect to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Subordinated Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02Company; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates onlyforthwith upon any Qualified Refinancing or Qualified Parent Refinancing, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location copy of the Chief Executive Office of each Loan Party related Qualified Indenture or Qualified Parent Indenture, certified as true and correct by the Secretary or an Assistant Secretary of the Perfection Certificate Company or confirming that there has been no change in such information since the Closing Date or the date of the last such reportParent, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)applicable; (f) within five (5) business 30 days of receipt the end of notice thereof each month, a Borrowing Base Certificate dated as of the end of such month and executed by a Responsible Officer (provided that (i) the BorrowerCompany may deliver a Borrowing Base Certificate more frequently if it chooses and (ii) after an Event of Default shall have occurred and be continuing, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookRequired Revolving Lenders may request that the Company deliver Borrowing Base Certificates more frequently); and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of Parent, the Loan Parties Company or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, Subsidiary as the Administrative Agent or Agent, at the request of any Lender through the Administrative Agent Lender, may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to and each Lender: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b7.01(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm 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 Section 7.11 with respect to financial covenants 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 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (i) commencing with the fiscal quarter ended June 30, 2005, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained herein, and (ii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto), and if such Compliance Certificate demonstrates an Event of Default of any financial covenant contained in Section 8.10, the Borrower may deliver, together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through equity capital contributions as contemplated pursuant to Section 9.05; (c) promptly after any reasonable request by the same are publicly availableAdministrative Agent or the Required Lenders, copies of any management letters 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 (so long as the Borrower is not prohibited from doing so by the terms of the engagement of such independent accountants); (d) copies of all annual, regular, periodic and special reports and registration statements which that the Borrower or any Restricted Subsidiary files may file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (ge) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties any Credit Party or any Subsidiary of their respective Restricted Subsidiariesa Credit Party, or compliance with the terms of the Loan Credit Documents, as the Administrative Agent or any Lender the Required Lenders (acting through the Administrative Agent Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Sections 7.01 or 7.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Unless expressly requested by a Lender, documents required to be delivered pursuant to Sections 7.01 or 7.02 shall not be required to be physically delivered to any Lender to the extent such documents are available on the XXXXX database. 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 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 Credit Parties hereby acknowledge that the Administrative Agent, BAS and/or JPMCS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, the “Credit Party Materials”) by posting the Credit Party Materials on IntraLinks or another similar electronic system (the “Platform”) and that 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 Credit Parties or their securities) (each, a “Public Lender”). The Credit Parties hereby agree that so long as any Credit 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 (1) all Credit Party 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), or otherwise indicated to the Administrative Agent as being “PUBLIC”; (2) by marking or otherwise indicating the Credit Party Materials “PUBLIC,” the Credit Parties shall be deemed to have authorized the Administrative Agent, BAS, JPMCS and the L/C Issuer and the Lenders to treat such Credit Party Materials as not containing any material non-public information with respect to the Credit Parties or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Credit Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (4) the Administrative Agent, BAS and JPMCS shall be entitled to treat any Credit Party Materials that are not marked or otherwise indicated “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Credit Party Materials “Public”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b7.01(a), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered certified public accounting firm 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 Section 7.11 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 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer (i) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants, (ii) demonstrating compliance with certain other covenants contained herein (including certain Indebtedness permitted under Section 8.01, certain Investments permitted under Section 8.03 and certain Restricted Payments permitted under Section 8.06), (iii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto) and (iv) to the extent necessary pursuant to Section 1.03, including a summary of all material changes in or the consistent application of GAAP affecting the numeric value of the financial covenants, and a reconciliation between calculation of the financial covenants (and determination of the applicable pricing level under the definition of “Applicable Percentage”) before and after giving effect to such changes; (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of FME, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower that FME may file or any Restricted Subsidiary files be required to file with the SEC under Section 13 or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to 15(d) of the extent such registration statementSecurities Exchange Act of 1934, 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gd) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of members of the Loan Parties or any of their respective Restricted SubsidiariesConsolidated Group, or compliance with the terms of the Loan Credit Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 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 FME posts such documents at xxx.xxx/xxxxx/xxxxxxxx.xxx, or provides a link thereto on FME’s website on the internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on FME’s behalf on 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); provided that: (i) FME shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests FME 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) FME shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by FME with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (A) the Administrative Agent and the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Credit Party Materials”) by posting the Credit Party Materials on SyndTrak or another similar electronic system (the “Platform”) and (B) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby further agree that (1) all Credit Party 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; (2) by marking Credit Party Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Credit Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States federal and state securities laws (provided that to the extent such Credit Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (4) the Administrative Agent and the Arrangers shall be entitled to treat and shall treat any Credit Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b5.1(a), commencing with a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the first full fiscal quarter completed after examination necessary therefor no knowledge was obtained of any Event of Default under Section 6.10 or, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a5.1(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of Company and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or6.10, if any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.3; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of Administrative Agent and the nature and status of such eventLenders under any Credit Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Education Management, Holdings or any Restricted Subsidiary Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Credit Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Credit Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, Senior Notes Documentation or Junior Financing Documentation in each case in a principal amount in excess of greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.025.2; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a5.2(b), (i) in the case a certificate of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction Responsible Officer of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or Company either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the last most recent certificate delivered pursuant to this Section and/or identifying such report, changes and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)2.14; (f) within five (5) business days of receipt of notice thereof by the Borrower, promptly furnish to Collateral Agent written notice of any announcement change (i) in any Credit Party’s corporate name or (ii) in any Credit Party’s jurisdiction of organization. Company agrees not to effect or permit any change referred to in the Borrower’s corporate family rating from Xxxxx’x preceding sentence unless all filings have been made under the UCC or corporate credit rating from S&Potherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, including outlooklegal and perfected security interest in all the Collateral as contemplated in the Collateral Documents; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties any Credit Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Credit Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. (1) upon written request by Administrative Agent, Company shall deliver paper copies of such documents to Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by Administrative Agent and (2) Company shall notify (which may be by facsimile or electronic mail) Administrative Agent of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 5.2(b) to Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution (other than with respect to clause (f) below) to each Lender: (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with a certificate of its independent registered public accounting firm certifying such financial statements, which addresses either (i) that in making the first full fiscal quarter completed after examination necessary therefor or (ii) through performance of other acceptable procedures under professional auditing standards, whether such firm obtained knowledge of any Event of Default under Section 7.11 and, if any such Event of Default shall exist, stating the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer nature and status of the Borrowersuch event; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), but only a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11 or7.11, if any of the Equity Investors or Management Stockholders may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Agents and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Specified Junior Financing Documentation in each case in a principal amount in excess of or the Threshold Amount Second Lien Debt Documents and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) ), including a reasonably detailed calculation of the amount of each such prepayment, and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided);date of the last such list; and (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs upon each utilization of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance Cumulative Growth Amount to finance a transaction in accordance with the terms of this Agreement, a certificate of a Responsible Officer of Borrower setting forth in reasonable detail the Loan Documentscalculation of the Cumulative Growth Amount then in effect and after giving effect to the consummation of the applicable transaction. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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, as shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on IntraLinks/Intra-Agency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or any Lender through whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from time to time reasonably requestthe Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif,” “pdf” or similar file formats delivered by email).

Certificates; Other Information. Deliver The Seller shall furnish to the Administrative Agent for prompt further distribution to each LenderPurchaser: (ai) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(aSubsections 5.1(s) and (b), commencing with the first full fiscal quarter completed after the Closing Dateabove, a duly completed Compliance Certificate signed by from a Responsible Officer of the BorrowerSeller, which Compliance Certificate shall, among other things, describe in detail, on a quarterly basis, the calculations supporting the Responsible Officer’s certification of the Seller’s compliance with the Financial Covenants; (bii) as soon as available, but in any event not later than ninety (90) days after the end of each fiscal year of the Seller, a copy of the projections of the Seller of the operating budget, cash flow budget, pipeline report and liquidity report of the Seller for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer certifying that such projections have been prepared in good faith based upon reasonable assumptions; (iii) within thirty (30) days of the end of each calendar quarter, the Seller shall provide the Purchaser with a quarterly report, which report shall include, among other items, a summary of such Seller’s delinquency and loss experience with respect to Purchased Assets serviced by the Seller, any Servicer, any PSA Servicer or any designee of the foregoing, the Seller’s internal risk rating, the Seller’s, any Servicer’s or any PSA Servicer’s surveillance reports on the Purchased Assets; (iv) within fifteen (15) days after the same are sent, copies of all financial statements and reports that the Seller sends to its stockholders and, within fifteen (15) days after the same are filed, copies of all financial statements and reports that the Seller may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (v) no later than five the fifteenth (515th) days after the delivery day of the financial statements referred each month, with respect to in Section 6.01(a), but only if available after the use of commercially reasonable effortseach Purchased Asset, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 orPurchased Asset Data Summary, if any such Event of Default shall exist, stating the nature and status of such eventproperly completed; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (gvi) promptly, such additional customary financial and other information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent Purchaser may from time to time reasonably request, if available; (vii) promptly upon receipt thereof, copies of all final reports submitted to the Non–SPE Seller by independent certified public accountants in connection with each annual, interim or special audit of the books and records of the Non–SPE Seller made by such accountants, including, without limitation, any final management letter commenting on the Non–SPE Seller’s internal controls submitted by such accountants to management in connection with their annual audit; (viii) the Seller shall promptly provide the Purchaser with copies of all documents that the Seller or any Subsidiary of the Seller is required to file with any regulatory body in accordance with its regulations; (ix) no later than sixty (60) days after the end of each fiscal quarter of the Seller, an updated list of Subsidiaries as of such time; (x) promptly, any modifications or additions to the items contained in the Underwriting Package; and (xi) the Seller shall promptly deliver or cause to be delivered to the Purchaser (i) any report or material notice received by the Seller from any Borrower under the Purchased Items promptly following receipt thereof and (ii) any other such document or information relating to the Purchased Items as the Purchaser may reasonably request from time to time.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than five (5) days after concurrently with the delivery of the financial statements referred to in Section 6.01(a7.1(a) and (bSection 7.1(b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer the chief financial officer of the BorrowerBorrower (and including, for the avoidance of doubt, reasonably detailed calculations of the Fixed Charge Coverage Ratio, whether or not a Covenant Trigger Event shall have occurred); provided that if such Compliance Certificate demonstrates an Event of Default in respect of the financial covenant under Section 6.1, any of the Permitted Holders may deliver, prior to or together with such Compliance Certificate, a notice of their intent to cure (a “Notice of Intent to Cure”) pursuant to Section 10.4 to the extent permitted thereunder; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports reports, proxy statements and registration statements which Holdings or the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 7.2; (dc) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of any class or series of debt securities (other than in connection with any board observer rights) of any Loan Party having an aggregate outstanding principal amount greater than $25,000,000 or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentationthe Term Facility Credit Agreement or the Senior Notes Indenture, or Junior Financing Documentation in each case in a case, so long as the aggregate outstanding principal amount in excess of the Threshold Amount thereunder is greater than $25,000,000 and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.027.2; (ed) together with the delivery of each Compliance Certificate delivered pursuant to Section 6.02(a7.2(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Effective Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter Fiscal Quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) 2.9 and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary at the end of such Fiscal Year or Fiscal Quarter, as the case may be or a confirmation that there is no change in such information since the later of the Effective Date and the end of the preceding Fiscal Year or Fiscal Quarter, as applicable; (e) on the date of on which the delivery of such Compliance Certificate (financial statements is required to be made pursuant to Section 7.1(a), the Borrower shall furnish to the extent that there have been any changes Administrative Agent a summary, in reasonable detail, of all material insurance coverage required to be maintained by the identity of such Subsidiaries since the Closing Date or the most recent list provided)Loan Parties pursuant to Section 8.5; (f) within five (5) business days of receipt of notice thereof by prior to or concurrent with the Borrower, written notice making of any announcement Specified Payment subject to compliance with the Payment Condition, a reasonably detailed calculation of any change in the Borrower’s corporate family rating Fixed Charge Coverage Ratio, the Total Leverage Ratio and projected Excess Availability as required pursuant to clauses (b), (c) and (d) of the definition of “Payment Conditions”, together with a certification that no Event of Default exists immediately prior to the making of the subject Specified Payment or would thereafter result from Xxxxx’x or corporate credit rating from S&P, including outlookthe making of such subject Specified Payment; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the any Loan Parties Party or any of their respective Restricted SubsidiariesSubsidiary, or compliance by any such Person with the terms of the Loan DocumentsDocuments to which it is a party, as the Administrative Agent or any Lender through the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 12.8 and so notifies the Administrative Agent; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is received by the Borrower from the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Deliver Furnish to the Administrative Agent with ------------------------------- sufficient copies for prompt further distribution to each Lender: (a) no later than five (5) days after the together with each delivery of the financial statements referred to in Section 6.01(aFinancial Statements required by Sections 8.1(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date) above, a duly completed Covenant Compliance Certificate signed by a Responsible Officer Report dated as of the Borrowerend of each such fiscal year and/or each fiscal quarter, as the case may be; (b) no later than five within ten (510) days after the delivery end of each month, a Borrowing Base Certificate as of the financial statements referred to in Section 6.01(a)end of the preceding month, but only if available after the use and by noon on each Friday of commercially reasonable effortseach week, a certificate (or other appropriate reporting means summary Borrowing Base report in accordance with applicable auditing standards) form and substance reasonably acceptable to the Agent as of its independent registered public accounting firm stating that the end of the preceding week, in making the examination necessary therefor no knowledge was obtained each case executed by an Authorized Officer of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such eventCompany; (c) promptly after the same are publicly as soon as available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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 event within ten (10) days after and as of the end of the preceding month, aging of Company's Accounts and reports as to be delivered Company's Inventory as of the end of each such month, in each case, in form and detail satisfactory to the Administrative Agent pursuant heretoand certified by an Authorized Officer of Company; (d) promptly as soon as possible, and in any event within three (3) Business Days after becoming aware of the furnishing thereof, copies occurrence or existence of any material requests Default or material notices received by any Loan Party (other than in the ordinary course Event of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party Default, or of any other condition or occurrence which has had or could reasonably be expected to have a materially adverse effect upon Company's or any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt DocumentationSubsidiaries' business, properties, or Junior Financing Documentation in each case in financial condition or upon Company's ability to comply with its obligations hereunder, a principal amount in excess written statement of an Authorized Officer of Company setting forth the Threshold Amount details of such Default or Event of Default, or such other condition or occurrence, and not otherwise required the action which Company has taken or has caused to be furnished taken, or proposes to the Lenders pursuant take or cause to any clause of this Section 6.02be taken with respect thereto; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates onlypromptly upon becoming available, a report setting forth copy of all Financial Statements and proxy statements sent by Company or any of its Subsidiaries to their stockholders, and all regular and periodic reports filed by Company or any of its Subsidiaries with any securities exchange, the information required by sections describing Securities and Exchange Commission, the legal name Corporations and the jurisdiction of formation of each Loan Party and the location Securities Bureau of the Chief Executive Office Department of each Loan Party Consumer and Industry Services of the Perfection Certificate State of Michigan or confirming that there has been no change in such information since the Closing Date any governmental authorities succeeding to any or the date all of the last such report, (ii) a description functions of each event, condition said Commission or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided)Bureau; (f) within five promptly upon receipt thereof, copies of all reports of substance submitted to Company or any of its Subsidiaries by independent certified public accountants in connection with any annual or interim audit of the books of Company or any of its Subsidiaries; (5g) business days of receipt of notice thereof by together with the BorrowerFinancial Statements delivered pursuant to Section 8.1(a), written notice of any announcement of any change annual financial projections and budgets for the Company and its Subsidiaries, covering at least the next succeeding three fiscal years, and in form and content reasonably acceptable to the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlookAgent; and (gh) promptlypromptly and in form to be reasonably satisfactory to the Agent, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiariesand/or other information, or compliance with the terms of the Loan Documents, other reports as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender: (a1) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(aSections 6.01(1) and (b), 2) (commencing with such delivery for the first full fiscal quarter completed after the Closing Dateending September 30, 2015), a duly completed Compliance Certificate signed by a Responsible Financial Officer of the Borrower; provided that if such Compliance Certificate demonstrates a Financial Covenant Event of Default, any of the Permitted Holders may deliver, prior to or together with such Compliance Certificate, a notice of an intent to cure (a “Notice of Intent to Cure”) pursuant to Section 8.02 to the extent permitted thereunder; (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; (c2) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports reports, proxy statements and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivereddelivered to the Administrative Agent), 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 heretoto any other clause of this Section 6.02; (d3) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished default to any holder of any class or series of debt securities of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or pursuant to the terms of the Senior Notes Indenture so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount (in each case, other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders Administrative Agent pursuant to any other clause of this Section 6.02; (e4) together with the delivery of each the Compliance Certificate pursuant with respect to the financial statements referred to in Section 6.02(a6.01(1), (ia) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name Sections (I)(A) (other than with respect to any foreign qualification(s)) and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party (II)(B) of the Perfection Certificate (or confirming that there has been no change in such information since the latter of the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiib) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent list or a confirmation that there have been any changes is no change in such information since the identity later of such Subsidiaries since the Closing Date or and the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlooklast such list; and (g5) promptly, such additional customary information regarding the business, legal, business and financial or corporate affairs of the any Loan Parties Party or any of their respective Material Subsidiary that is a Restricted SubsidiariesSubsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing from time to time. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower, its Subsidiaries or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) at the Administrative Agent’s request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower will be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (iv) the Administrative Agent and the Arrangers will treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx the Borrower Materials “PUBLIC.” Anything to the contrary notwithstanding, nothing in this Agreement will require Holdings, the Borrower or any Subsidiary to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Certificates; Other Information. Deliver The Company shall furnish to the Administrative Agent Agent, with sufficient copies for prompt further distribution to each Lender: (a) no later than five (5) days after the together with each delivery of the financial statements referred of the Company and its Subsidiaries pursuant to in Section 6.01(aSections 7.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date) above, a duly completed Compliance ---------------- --- Certificate signed by a Responsible Officer of the Borrowerchief financial officer or controller of the Company (i) stating that such officer has reviewed the terms of the Loan Documents and has made, or has caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence of any Default or Event of Default during or at the end of such accounting period and that such officer does not have knowledge of the existence, as at the date of such certificate, of any Default or Event of Default, or, if he does have knowledge that a Default or an Event of Default existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking, or proposes to take with respect thereto; and (ii) setting forth the calculations required to establish whether the Company was in compliance with Section 8.05, on the date of such ------------ financial statements; (b) no later than five (5) days after the together with each delivery of the consolidated financial statements referred of the Company and its Subsidiaries pursuant to in Section 6.01(aSections 7.01(a), but only if available after and so long as and to ---------------- the use extent not contrary to the then current recommendations of commercially reasonable effortsthe American Institute of Certified Public Accountants, (i) a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its written statement by the independent registered certified public accounting firm accountants giving their report thereon stating that in making nothing has come to their attention to cause such auditors to believe that the. Company has violated any provisions hereof as they relate to accounting matters, including the examination necessary therefor no knowledge was obtained provisions of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;8.05; ------------ (c) promptly as soon as practicable and in any event within 45 days after the same are publicly end of each Fiscal Quarter (and within 90 days in the case of the last Fiscal Quarter of the Company's Fiscal Year), a Compliance Certificate of the chief financial officer or controller of the Company setting forth the Leverage Ratio, with reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited consolidated financial statements of the Company and its Subsidiaries for the last Fiscal Quarter of such Fiscal Year, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Compliance Certificate setting forth the actual calculation thereof; (d) together with each delivery of financial statements of the Company and its Subsidiaries pursuant to Sections 7.01(a), the annual operating plans of the ---------------- Company and its Subsidiaries; and (e) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by the Company to its security holders, all registration statements (other than the exhibits thereto) and annual, regularquarterly or monthly reports, periodic and special reports and registration statements which if any, filed by the Borrower or any Restricted Subsidiary files Company with the SEC and all press releases by the Company 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to concerning material developments in the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess business of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties Company or any of their respective Restricted the Significant Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution (other than with respect to clause (f) below) to each Lender: (a) concurrently with the delivery thereof to the First Lien Agent, a copy of the certificate delivered to First Lien Agent pursuant to Section 6.02(a) of the First Lien Credit Agreement (or comparable provision in any successor document); (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors or Management Stockholders may deliver, together with such Compliance Certificate, notice of their intent to cure (ba “Notice of Intent to Cure”) no later than five (5) days after such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the financial statements referred to in Section 6.01(a)occurrence, but only if available after the use existence or continuation of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall existor the rights, stating benefits, powers and remedies of the nature Agents and status of such eventthe Lenders under any Loan Document; (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary 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; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Specified Junior Financing Documentation in each case in a principal amount in excess of or the Threshold Amount First Lien Debt Documents and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a6.02(b), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location Section 3.03(c) of the Chief Executive Office of each Loan Party of the Perfection Certificate Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) ), including a reasonably detailed calculation of the amount of each such prepayment, and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent or confirmation that there have has been any changes no change in such information since the identity later of such Subsidiaries since the Closing Date or the most recent list provided);date of the last such list; and (f) within five (5) business days of receipt of notice thereof by the Borrower, written notice of any announcement of any change in the Borrower’s corporate family rating from Xxxxx’x or corporate credit rating from S&P, including outlook; and (g) promptly, such additional customary information regarding the business, legal, financial or corporate affairs upon each utilization of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance Cumulative Growth Amount to finance a transaction in accordance with the terms of this Agreement, a certificate of a Responsible Officer of Borrower setting forth in reasonable detail the Loan Documentscalculation of the Cumulative Growth Amount then in effect and after giving effect to the consummation of the applicable transaction. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 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, as shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on IntraLinks/Intra-Agency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or any Lender through whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from time to time reasonably requestthe Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif,” “pdf” or similar file formats delivered by email).