Common use of Financial Information Clause in Contracts

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety The Audited Financial Statements (90i) days after present fairly, in all material respects, the end financial position and results of each fiscal year of the Borrower, complete copies of the consolidated financial reports operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis as of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with a Compliance Certificate)all footnotes to such financial statements, all in reasonable detailmaterial indebtedness and other liabilities, which shall include at least direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year June 30, 2014, and the related unaudited consolidated statements of income operations and sources and uses of funds cash flows for such yearthe three months then ended, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after set forth in the end of each of Registration Statement, fairly present, in conformity with GAAP applied on a basis consistent with the first three quarters of each fiscal year of Audited Financial Statements, the Borrower, a quarterly interim consolidated balance sheet financial position of the Borrower and its Subsidiaries as of such date and the related their consolidated profit results of operations and loss statements and sources and uses of funds cash flows for such three month period (together with a Compliance Certificatesubject to normal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days The Pro Forma Financial Statements were prepared on the basis of assumptions, data, information, tests or conditions believed to be reasonable at the time such Pro Forma Financial Statements were furnished. The Pro Forma Financial Statements fairly present in all material respects the financial position of the filing thereof, copies Borrower and its Subsidiaries on a consolidated basis as of all registration statements date thereof and reports on Forms 10-K, 10-Q after giving effect to the Transactions and 8-K were prepared in a manner consistent with GAAP (or their equivalentsexcept as otherwise noted therein) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;consistently applied. (d) promptly upon the mailing thereof The financial information delivered to the TrusteeLenders pursuant to Sections 6.01(a) and (b) (i) fairly presents, copies in all material respects, in conformity with GAAP, the financial position of the Borrower and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, reports, notices all material indebtedness and other communications provided thereto; andliabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (e) such other Since the later of the date of (i) the Audited Financial Statements or (ii) the most recent audited financial statements (including, without limitation, monthly consolidated statements of operating revenues and expensesdelivered pursuant to Section 6.01(a)(i), lists of assets and accountsthere has been no event or circumstance, budgetseither individually or in the aggregate, forecasts, reports and other financial information with respect that has had or could reasonably be expected to its business as the Administrative Agent may from time to time reasonably request;have a Material Adverse Effect.

Financial Information. At CNSI will furnish the expense of the Borrower, deliver following reports to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersVPLP: (a1) as As soon as available but not later than ninety (90) days practicable after the end of each fiscal year year, and in any event within ninety (90) days thereafter, a consolidated balance sheet of CNSI, as at the Borrowerend of such fiscal year, complete copies and consolidated statements of operations, accumulated earnings and cash flows of CNSI for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the consolidated financial reports of figures for the Borrower and its Subsidiaries (together with a Compliance Certificate)previous fiscal year, all in reasonable detail, which shall include at least the consolidated balance sheet detail audited (without scope limitations imposed by CNSI) and certified by independent public accountants of the Borrower and its Subsidiaries recognized national standing; (2) As soon as of practicable after the end of such year the first, second and the related consolidated statements of income and sources and uses of funds for such third quarterly accounting periods in each fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than and in any event within forty-five (45) days after thereafter, a consolidated, unaudited balance sheet of CNSI as of the end of each such quarterly period, and consolidated, unaudited statements of operations, accumulated earnings and cash flows of CNSI for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the first three quarters previous fiscal year, except that the unaudited financial statements need not contain footnotes and shall be subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon CNSI's finances or the results of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)operations, all in reasonable detail, unaudited, but detail and certified to be true and complete by the chief principal financial or accounting officer of the BorrowerCNSI; (c3) within ten (10) days So long as CNSI is subject to the reporting requirements of the filing thereofExchange Act, in lieu of the documents required by Sections 4.1 (1) and (2) and within the time periods required in Sections 4.1 (1) and (2) for the furnishing of financial information or as soon as otherwise available, whichever is earlier, copies of all registration statements and documents filed by CNSI with the SEC, including, but not limited to, its reports filed on Forms Form 10-K, Form 10-Q and Q, Form 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authoritysuccessor form or forms; (d4) promptly As soon as available information and data on any material adverse changes in or any event or condition which materially adversely affects or could materially adversely affect the business, operations, properties or plans of CNSI; (5) Immediately upon becoming aware of any condition or event which constitutes a breach of the mailing Credit Documents, or any agreement contemplated hereby, written notice specifying the nature and period of existence thereof an what action CNSI is taking or proposes to the Trustee, copies of all financial statements, reports, notices and other communications provided take with respect thereto; and (e6) With reasonable promptness, such other statements (including, without limitation, monthly consolidated statements of operating revenues information and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information data with respect to its business CNSI, as the Administrative Agent VPLP may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2000 and the related consolidated statements of income operations, of shareholders' equity and sources of cash flows for the fiscal year then ended, reported on and uses audited by KPMG LLP and set forth in the Borrower's 2000 Form 10-K, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of funds the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2001 and the related unaudited consolidated profit statements of earnings, of shareholders' equity and loss of cash flows for the six months then ended, set forth in the Borrower's Latest Form 10-Q, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements and sources and uses referred to in subsection (a) of funds (together with a Compliance Certificate)this Section, all in reasonable detail, unaudited, but certified to be true and complete by the chief consolidated financial officer position of the Borrower;Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments). (c) within ten (10) days The Annual Statement as of December 31, 2000, in the form submitted to the insurance department or other comparable regulatory authority of the filing thereofCommonwealth of Virginia, copies of which have been delivered to each of the Banks, is a full and true statement, in all registration statements material respects, of all the assets and reports liabilities and of the condition and affairs of Trigon Insurance as of the date thereof, and of its income and deductions therefrom for the year ended on Forms 10-Kthat date, 10-Q and 8-K (or their equivalents) and other material filings which all in conformity with statutory accounting principles in effect on the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;date thereof. (d) promptly upon Since December 31, 2000, there has been no material adverse change in the mailing thereof to business, financial position, results of operations or prospects of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 1996 and the related consolidated statements of income operations, shareholders' equity and sources cash flows for the fiscal year then ended, reported on by Coopers & ▇▇▇▇▇▇▇ LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated profit statements of operations and loss statements retained earnings and sources and uses of funds (together with a Compliance Certificate)cash flows for the fiscal year then ended, all in reasonable detail, unaudited, but certified to be true and complete reported on by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereofCoopers & ▇▇▇▇▇▇▇ LLP, copies of which have been delivered to each of the Banks, fairly present, in all registration statements material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and reports on Forms 10-K, 10-Q its Consolidated Subsidiaries as of such date and 8-K (or their equivalents) consolidated results of operations and other material filings which the Borrower shall have filed with the Securities retained earnings and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; andcash flows for such fiscal year. (e) such other statements Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (includingf) The balance sheet of CODA as of September 30, without limitation, monthly consolidated 1996 and the related statements of operating revenues operations and expenses)retained earnings and of cash flows for the fiscal year then ended, lists all reported on by Coopers & ▇▇▇▇▇▇▇ LLP, copies of assets which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and accountsits results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, budgets1996 there has been no material adverse change in the business, forecastsfinancial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, reports 1996 and other the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & ▇▇▇▇▇▇▇ LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial information with respect to position of Tempest as of such date and its business as results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the Administrative Agent may from time to time reasonably request;business, financial position or results of operations of Tempest.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Attached hereto as soon as available but not later than ninety Schedule 2.7(a) are (90a) days after the end of each fiscal year audited balance sheets of the BorrowerCompany Group as of December 31, complete copies 2018 and December 31, 2019, and the related audited consolidated statements of income, cash flows and changes in stockholders’ equity of the consolidated financial reports of Company Group for the Borrower and its Subsidiaries fiscal years then ended, accompanied by any notes thereto (together with a Compliance Certificatecollectively, the “Annual Financial Statements”), all in reasonable detail, which shall include at least and (b) the unaudited consolidated balance sheet of the Borrower Company Group as of August 31, 2020, and its Subsidiaries the related management statement of income and cash flow for the eight (8)-month period then ended (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Annual Financial Statements have been audited by the Company Group’s firm of certified public accountants. Except as set forth on Schedule 2.7(a), the Financial Statements (i) have been prepared in accordance with the Accounting Principles, consistently applied throughout the periods covered thereby, (ii) have been prepared in a manner consistent with the books and records of the Company Group, and (iii) present fairly in all material respects the assets, liabilities, financial position and results of operations of the Company Group and the Business, as of the dates and for the periods presented therein, except for the absence of certain footnotes and normal year-end adjustments (none of such year and which are, individually or in the related consolidated statements of income and sources and uses of funds for such yearaggregate, which shall be audited reports prepared by an Acceptable Accounting Firm;material). (b) as soon as available but not less than forty-five The Company Group maintains a system of internal controls over financial reporting which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes policies and procedures that: (45i) days after pertain to the end maintenance of each records that in reasonable detail accurately and fairly reflect in all material respects the transactions and dispositions of the first three quarters of each fiscal year assets of the Borrower, a quarterly interim consolidated balance sheet Company Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Borrower Company Group; and its Subsidiaries and the related consolidated profit and loss statements and sources and uses (iii) provide reasonable assurance regarding prevention or timely detection of funds (together with a Compliance Certificate)unauthorized acquisition, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer use or disposition of the Borrower;assets of the Company Group that could have a material effect on the Company Group’s consolidated financial statements. (c) within ten Except as set forth on Schedule 2.7(c), neither the Company Group nor MHM has any Liability or other obligations, except: (10i) days Liabilities accrued or reserved for in the Interim Financial Statements, and (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the filing thereofInterim Financial Statements (none of which is a Liability resulting from, copies arising out of, relating to, in the nature of, or caused by any breach of all registration statements and reports on Forms 10-Kcontract, 10-Q and 8-K (breach of warranty, tort, infringement, violation of law, environmental matter, claim or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;lawsuit). (d) promptly upon None of the mailing thereof Company Group or MHM has applied for, been approved for, or received any funds pursuant to programs created under the TrusteeCARES Act (including the Paycheck Protection Program) and, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesexcept as set forth on Schedule 2.7(d), lists nor have any of assets and accounts, budgets, forecasts, reports and other financial information with respect them deferred payments of any employment related taxes pursuant to its business as the Administrative Agent may from time to time reasonably request;any such programs.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end The most recent annual audited consolidated balance sheets of each fiscal year of the Borrower, complete EXCO and Venus and the related consolidated statements of operations and cash flows for the Fiscal Year then ended, copies of which have been delivered to each Bank, fairly present, in conformity with GAAP, the consolidated financial reports position of the Borrower each of Borrower, EXCO and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Venus as of the end of such year Fiscal Year and its consolidated results of operations and cash flows for such Fiscal Year. (Notwithstanding the related foregoing, the representation and warranty contained in this Section 8.4(a) will not be deemed to be made with respect to Borrower until such time as annual audited consolidated balance sheets, statements of income operations and sources and uses of funds cash flows for such yearBorrower for the Fiscal Year ended December 31, which shall be audited reports prepared by an Acceptable Accounting Firm;1999 are delivered to each Bank in accordance with Section 9.1(a)). (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a The most recent quarterly interim unaudited consolidated balance sheet of the Borrower Borrower, EXCO and its Subsidiaries Venus delivered to Banks, and the related unaudited consolidated profit statements of operations and loss cash flows for the portion of Borrower's, EXCO's and Venus's Fiscal Year then ended, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements and sources and uses of funds (together with a Compliance Certificatereferred to in Section 8.4(a), all the consolidated financial position of Borrower, EXCO and Venus as of such date and its consolidated results of operations and cash flows for such portion of Borrower's, EXCO's and Venus's Fiscal Year. (Notwithstanding the foregoing, the representation and warranty contained in reasonable detail, unaudited, but certified this Section 8.4(b) will not be deemed to be true made with respect to Borrower until such time as quarterly unaudited consolidated balance sheets, statements of operations and complete by cash flows for Borrower for the chief financial officer of the Borrower;Fiscal Quarter ending September 30, 1999 are delivered to each Bank in accordance with Section 9.1(b)). (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;No Material Adverse Change has occurred. (d) promptly upon the mailing thereof After giving effect to the Trusteetransactions contemplated by this Agreement, copies (i) the fair value of all financial statementsthe property of each Credit Party is greater than the total amount of liabilities, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements contingent liabilities, of operating revenues each Credit Party , (ii) the present fair saleable value of the assets of each Credit Party is not less than the amount that will be required to pay the liability of such Credit Party on its debts as they become absolute and expenses)matured, lists of (iii) each Credit Party is able to realize upon its assets and accounts, budgets, forecasts, reports pay its debts and other financial information with respect liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) no Credit Party intends to, and no Credit Party believes that it will, incur debts or liabilities beyond its ability to its pay as such debts and liabilities mature, and (v) no Credit Party is engaged in a business as or transaction, and no Credit Party is about to engage in business or a transaction for which such Credit Party's property would constitute unreasonably small capital after giving due consideration to the Administrative Agent may from time prevailing practice in the industry in which such Credit Party is engaged. (e) Borrower was formed on June 25, 1999 for the purpose of acquiring and developing the Apache Properties and producing and marketing Hydrocarbons therefrom. Prior to time reasonably request;giving effect to the acquisition of the Apache Properties, Borrower had no assets, operations, employees or liabilities of any nature (contingent or otherwise) other than rights and obligations arising under the Apache Acquisition Agreement, this Agreement and the other Loan Papers.

Financial Information. At (a) The Company will maintain, and cause each Subsidiary to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with generally accepted accounting principles consistently applied. (b) The Company will deliver the expense following to each holder of the Borrowera Note, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersWarrant or Shares: (ai) as soon as available but not later than ninety practicable and in any event within one hundred twenty (90120) days after the end close of each fiscal year of the BorrowerCompany, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with x) a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated Consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such year and the related consolidated fiscal year, (y) Consolidated statements of income and sources Consolidated statements of changes in shareholders' equity and uses of funds cash flows for the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and, in the case of Consolidated financial statements, comparative figures for the immediately preceding fiscal year, which shall all such balance sheets and statements to be audited reports prepared in reasonable detail and certified (without qualification as to the scope or manner of the audit) by an Acceptable Accounting Firm▇▇▇▇ ▇▇▇▇▇ LLP or other independent public accountants of recognized national standing selected by the Company and (z) in reasonable detail, management's discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as of the end of the year covered by the financial statements; (bii) as soon as available but not less than practicable, and in any event within forty-five (45) days after the end close of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, a quarterly interim consolidated (x) the internally prepared Consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such fiscal quarter, (y) Consolidated statements of income of changes in shareholders' equity and of cash flows of the related consolidated profit Company and loss statements its Subsidiaries for such fiscal quarter and sources and uses for the portion of funds the fiscal year then ended (together with a Compliance Certificate), all in reasonable detail) and comparative figures for the same period in the preceding fiscal year and (z) in reasonable detail, unaudited, but certified to be true management's discussion and complete analysis of the results of operations and the financial condition of the Company and its Subsidiaries as of the end of the period covered by the chief financial officer of the Borrowerstatements; (ciii) within ten (10) days of the filing thereofas soon as practicable, copies of all registration statements and any annual, special or interim audit reports on Forms 10-K, 10-Q and 8-K (or management or comment letters with respect to the Company or its Subsidiaries or their equivalents) and other material filings which operations submitted to the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authorityCompany by independent public accountants; (div) promptly upon the mailing thereof to the Trusteesoon as practicable, copies (x) of all financial statements, reportsproxy material or reports sent to the Company's or any Subsidiary's stockholders, notices (y) of any public or press releases and (z) of all reports or registration statements filed with the Commission pursuant to the Securities Act or the Securities Exchange Act; (v) as soon as practicable and without duplication of any of the above items, any other communications provided theretomaterials furnished to holders of Senior Indebtedness (including without limitation any compliance certificates furnished in respect of such Senior Indebtedness); and (evi) as soon as practicable, such other information, as may reasonably be requested by a holder of Notes, regarding the assets, properties, liabilities, business, affairs, results of operations or condition (financial or otherwise) of the Company or any Subsidiary. All such financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied (includingexcept for any change in accounting principles specified in the accompanying certificate and except that any interim financial statements may omit notes and may be subject to normal year-end adjustments). (c) Without limiting any other provisions of this Section 8.2, without limitationthe Company agrees that, monthly consolidated statements if requested in writing by any holder of operating revenues Notes, Warrants or Shares, it will not deliver to such holder (until otherwise instructed by such holder) (x) any non-public information or non-public materials regarding the Company or any Subsidiary (whether such information or materials is described in this Section 8.2 or otherwise) and expenses(y) any information (whether or not included in clause (x), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect ) which such holder specifies that it does not want to its business as the Administrative Agent may from time to time reasonably request;receive.

Financial Information. At the expense The financial statements of the BorrowerCompany and the notes related thereto to be included in any documents filed with the Commission will be prepared in accordance with GAAP, deliver consistently applied (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent extent they may not include footnotes, may be condensed or summary statements or may conform to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the BorrowerCommission’s rules and instructions for quarterly reports on Form 10-Q), complete copies of and will fairly present in all material respects the consolidated financial reports position of the Borrower Company and consolidated results of its Subsidiaries operations and cash flows as of, and for the periods covered by, such financial statements (together subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). So long as any Shares are held by a Purchaser, the Company agrees to send the following to such Purchaser during the Reporting Period (except to the extent that the following are publicly available, in which case the Company shall have no obligations under this Section 6.4 with respect to such publicly available information): (i) within one (1) Business Day after the filing thereof with the Commission, a Compliance Certificate)copy of its Annual Reports and Quarterly Reports on Form 10-K or 10-Q, all in reasonable detail, which shall include at least the any interim reports or any consolidated balance sheet of sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Borrower and its Subsidiaries Securities Act, (ii) on the same day as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing release thereof, facsimile or e-mailed copies of all registration statements press releases issued by the Company, and reports on Forms 10-K, 10-Q and 8-K (or their equivalentsiii) copies of any notices and other material filings which information made available or given to the Borrower shall have filed stockholders of the Company generally, contemporaneously with the Securities and Exchange Commission making available or any similar governmental authority; (d) promptly upon the mailing giving thereof to the Trusteestockholders. As used herein, copies “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect New York are authorized or required by law to its business as the Administrative Agent may from time to time reasonably request;remain closed.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year The consolidated balance sheets of the Borrower, complete copies of the consolidated financial reports of the Borrower Company and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2009 and the related consolidated statements of income income, cash flows and sources shareholders' equity for the fiscal year then ended, reported on by Ernst & Young LLP and uses set forth in the Company's 2009 Form 10-K, a copy of funds which has been delivered to the Administrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) The unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as soon of March 31, 2010 and the related unaudited consolidated statements of income, cash flows and shareholders' equity for the three months then ended, set forth in the Company's quarterly report for the fiscal quarter ended March 31, 2010 as available but not less than fortyfiled with the SEC on Form l0-five (45) days after Q, a copy of which has been delivered to the end Administrative Agent on behalf of each of the first three quarters Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year this Section, the consolidated financial position of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of such date and the related their consolidated profit results of operations and loss statements and sources and uses of funds changes in financial position for such three month period (together with a Compliance Certificatesubject to normal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days A copy of a duly completed and signed Annual Statement or other similar report of or for each Insurance Subsidiary in the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have form filed with the Securities governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2009 has been delivered to the Administrative Agent on behalf of each of the Banks and Exchange Commission or any similar governmental authority;fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) promptly upon A copy of a duly completed and signed Quarterly Statement or other similar report of or for each Insurance Subsidiary in the mailing thereof form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the quarter ended March 31, 2010 has been delivered to the TrusteeAdministrative Agent on behalf of each of the Banks and fairly presents, copies of all financial statementsin accordance with statutory accounting principles, reports, notices and other communications provided thereto; andthe information contained therein. (e) such other statements (includingSince December 31, without limitation2009 and as of the Effective Date, monthly consolidated statements there has been no material adverse change in the business, financial condition, results of operating revenues operations or prospects of the Company and expenses)its Consolidated Subsidiaries, lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver The following information with respect to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent Borrower has heretofore been furnished to the LendersBanks: (ai) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower's GAAP Balance Sheet as at December 31, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (2002, together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year Borrower's Consolidated Income Statement and the related consolidated statements Borrower's Consolidated Statement of income Cash Flows for the Fiscal Year then ended, audited and sources and uses of funds for such year, which shall be audited reports prepared certified by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but Ernst & Young LLP independent certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided theretopublic accountants; and (eii) the unaudited Borrower's GAAP Balance Sheet as at March 31, 2003, together with the unaudited Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows for the Fiscal Quarter then ended. Each of the financial statements referred to above was (and each of the financial statements to be delivered to the Agent pursuant to Sections 5.03(b) and 5.03(c) will be) prepared in accordance with GAAP, subject in the case of interim financial statements, to year-end adjustments and the absence of certain financial statements and footnotes. Each of the financial statements referred to above in Sections 4.01(e)(i) and 4.01 (e)(ii) fairly presents in all material respects (and each of the financial statements to be delivered to the Agent pursuant to Sections 5.03(b) and 5.03(c) will fairly present in all material respects) the financial condition of the Person being reported on at the dates thereof and the results of operations and cash flows for the periods ended on such other dates and is (and those subsequently delivered hereunder, will be) complete and correct in all material respects, subject in the case of interim financial statements, to year-end adjustments and the absence of certain statements (includingand footnotes. Since December 31, without limitation2002, monthly consolidated statements of operating revenues and expenses)no event has occurred or condition exists which has had, lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as is having or would in the Administrative Agent may from time to time reasonably request;foreseeable future have a Material Adverse Effect.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end The consolidated and consolidating statement of each fiscal year financial condition of the Borrower, complete copies of the consolidated financial reports of the Borrower DFC and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year at December 31, 1998 and the related consolidated and consolidating statements of income and sources cash flows for the fiscal year then ended, including in each case the related schedules and uses notes, reported on by PricewaterhouseCoopers LLP, true copies of funds which have been previously delivered to each of the Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of DFC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such yearperiod, which shall be audited reports prepared by an Acceptable Accounting Firm;in accordance with GAAP applied on a consistent basis. (b) as soon as available but not less than forty-five (45) days after the end The unaudited consolidated and consolidating statement of financial condition of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1999, and the related consolidated profit unaudited combined statements of income and loss statements and sources and uses of funds (together with a Compliance Certificate)cash flows for the three months then ended, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of DFC, true copies of which have been previously delivered to each of the Borrower;Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of DFC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such period in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.4, subject to normal year-end audit adjustments. (c) within ten Neither Borrower has any material liability of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and no condition, situation or set of circumstances exists that could be reasonably expected to result in such a liability, in each case that is not reflected in the financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and the Lenders pursuant to Section 5.1(a)(i) or (10ii) days (other than liabilities permitted hereunder and incurred after the date of the filing thereof, copies of all registration such most recent financial statements and reports on Forms 10-K, 10-Q to be reflected in the next financial statements to be delivered to the Agent and 8-K the Lenders pursuant to Section 5.1 (a)(i) or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;(ii)). (d) promptly upon Since December 31, 1998, no material adverse change has occurred in the mailing thereof to the Trusteebusiness, copies financial condition or results of all financial statementsoperations of DFC and its Subsidiaries, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business taken as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver Buyer has delivered to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: Seller (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrowerunaudited, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such year at December 31, 2007 and 2008, and the related unaudited, consolidated statements of cash flows, income and sources stockholders’ equity for the fiscal years then ended and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrowerunaudited, a quarterly interim consolidated balance sheet of the Borrower Parent and its Subsidiaries as at June 30, 2009 and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues cash flows, income and expensesstockholders’ equity of Parent and its Subsidiaries for the six-month period then ended (collectively, the “Parent Financial Statements”). Buyer has also delivered to Seller (a) the unaudited, lists consolidated balance sheet of assets SilkRoad as at December 31, 2007 and accounts2008, budgetsand the unaudited, forecastsconsolidated statements of cash flows, reports income and other stockholders’ equity for the fiscal years then ended and (b) the unaudited, consolidated balance sheet of SilkRoad as at June 30, 2009 and the unaudited, consolidated statements of cash flows, income and stockholders’ equity of SilkRoad for the six-month period then ended (collectively, the “SilkRoad Financial Statements,” and together with the Parent Financial Statements, the “Guarantor Financial Statements”). The Guarantor Financial Statements and the notes thereto, if any, (i) are complete and accurate in all material respects and fairly present the financial information condition of each respective Guarantor (and, in the case of Parent, its Subsidiaries) at the respective dates thereof and the results of operations for the periods then ended, and (ii) were prepared in accordance with respect to the books and records of each respective Guarantor (and, in the case of Parent, its business Subsidiaries) in conformity with GAAP, except for the omission of footnotes and normal year-end adjustments which are not, individually and in the aggregate, material. None of the Guarantor Financial Statements contains any material, non-recurring items, except as the Administrative Agent may from time to time reasonably request;expressly set forth therein.

Financial Information. (a) At the expense Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by April 30, 2014 audited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the BorrowerTransferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in the report, without more, will not make such report qualified) as of and for the years ending December 31, 2011, December 31, 2012 and December 31, 2013 (such audited combined financial statements, the “Audited Financial Statements”), (ii) unless the Closing has occurred prior to May 6, 2014, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Buyer as soon as available reasonably practicable but not in any event no later than ninety May 30, 2014 unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (90deficit) days after the end of each fiscal year of the BorrowerTransferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (reviewed by Seller’s independent accountants in accordance with SAS 100) as of and for the three months ended March 31, complete copies 2014 and the three months ended M▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) unless the Closing has occurred prior to August 5, 2014, deliver to Buyer as soon as reasonably practicable but in any event no later than August 9, 2014 the unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the consolidated financial reports Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (reviewed by Seller’s independent accountants in accordance with SAS 100) as of and for the three and six months ended June 30, 2014 and the three and six months ended June 30, 2013, and (iv) unless the Closing has occurred prior to November 4, 2014, deliver to Buyer as soon as reasonably practicable but in any event no later than November 9, 2014 the unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Borrower Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and its Subsidiaries prepared on a “predecessor” basis (reviewed by Seller’s independent accountants in accordance with SAS 100) as of and for the three and nine months ended September 30, 2014 and the three and nine months ended September 30, 2013 (together with a Compliance Certificatesuch interim consolidated financial statements delivered pursuant to clauses (ii) and (iii), all the “Interim 2014 Financial Statements”); provided, however, that if the Closing has not occurred prior to February 28, 2015, the Seller shall also deliver to Buyer as soon as reasonably practicable but in reasonable detailany event no later than April 30, which shall include at least the consolidated 2015 audited combined balance sheet sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Borrower Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and its Subsidiaries as prepared on a “predecessor” basis (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in the report, without more, will not make such report qualified) of the end of such Transferred Business for the year ending December 31, 2014 (together with the Audited Financial Statements and the related consolidated statements of income and sources and uses of funds for such yearInterim 2014 Financial Statements, which shall be audited reports prepared by an Acceptable Accounting Firm;the “Financial Statements”). (b) as soon as available but not less than forty-five (45) days after Following the end Closing Date for a period of each of the first three quarters of each fiscal year of the Borrowerone year, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together Seller shall provide Buyer with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information from and after January 1, 2013 through the Closing for which quarterly financial statements were not previously provided to Buyer as the Buyer may reasonably request with respect to the Transferred Business that may be required by Buyer to comply with its business as the Administrative Agent may from time to time reasonably request;SEC reporting obligations.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after The Company has furnished to the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least Agent the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statement of income, stockholder’s equity and cash flows (i) of the Company, as of September 30, 2010, September 30, 2011 and September 30, 2012 for the fiscal years then ended and (ii) of the Acquired Entity, as of December 31, 2010, December 31, 2011 and December 31, 2012 for the fiscal years then ended, in each case reported on by independent public accountants. Such financial statements of the Company referred to in subsection (a)(i) of this Section 4.04 fairly present, in all material respects, in conformity with GAAP, the financial position of the Company as of such dates and its results of operations and cash flows for such fiscal years. The Company has no actual knowledge (after reasonable inquiry) that such financial statements of the Acquired Entity referred to in subsection (a)(ii) of this Section 4.04 do not fairly present, in all material respects, in conformity with GAAP, the financial position of the Acquired Entity as of such dates and its results of operations and cash flows for such fiscal years. (b) The Company has furnished to the Agent the unaudited consolidated balance sheet and the related unaudited consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end cash flows of each of the first three quarters of Company and the Acquired Entity, for each fiscal year quarter subsequent to (i) with respect to the Company, September 30, 2012 and (ii) with respect to the Acquired Entity, December 31, 2012, and in each case ended at least 45 days prior to the Effective Date or the Closing Date, as applicable. Such financial statements of the BorrowerCompany fairly present, in all material respects, in conformity with GAAP applied on a quarterly interim consolidated balance sheet basis consistent with the financial statements referred to in subsection (a)(i) of this Section 4.04, the financial position of the Borrower Company as of such dates and its Subsidiaries their results of operations and the related consolidated profit and loss cash flows for such three month period (subject to normal year-end adjustments). The Company has no actual knowledge (after reasonable inquiry) that such financial statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;Acquired Entity do not fairly present, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a)(ii) of this Section 4.04. (c) within ten (10) days There has been no material adverse change in the financial condition, business or operations of the filing thereofCompany since September 30, copies of all registration statements 2012, unless and to the extent disclosed in the Company’s quarterly reports on Forms Form 10-KQ, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have as filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Commission.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety Schedule 2.18 hereto contains the following financial statements and financial information (90collectively, along with any financial statements provided under Section 6.20, the “Financial Statements”): (i) days after the end audited statements of each fiscal year net position, revenues, expenses, changes in net position, and cash flows of the BorrowerHospital and the City relating to the Business as of and for the twelve-month periods ended June 30, complete copies 2017, and June 30, 2018; and (ii) the unaudited statements of net position, revenues, expenses, and changes in net position, and cash flows of the consolidated financial reports of City and the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least Hospital relating to the consolidated balance sheet of the Borrower and its Subsidiaries Business as of and for the end of such year and [_ ] months ended [ ], [ ]2 (the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;“Interim Financial Statements”). (b) as soon as available but not less than forty-five The Financial Statements are correct and complete in all material respects, have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (45provided that the Interim Financial Statements lack footnotes) days after and fairly present the end 2 Note to draft: This date should be for the last fiscal month ended for the Business prior to the Execution Date for which unaudited financial statements have been prepared. financial condition and results of each operations and cash flows of the first three quarters of each fiscal year City and the Hospital relating to the Business as of the Borrower, a quarterly interim consolidated balance sheet of respective dates thereof and for the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)periods referred to therein, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;accordance with GAAP. (c) within ten (10) days The books and records of the filing thereofCity and the Hospital relating to the Business are and have been prepared and maintained in form and substance in accordance with GAAP, copies applied consistently with the principles, practices, methodologies and policies used in the preparation of the Financial Statements, to fairly and accurately reflect in all registration statements material respects all of the assets and reports on Forms 10-K, 10-Q Liabilities of the City and 8-K (or their equivalents) the Hospital relating to the Business and other material filings all Contracts and transactions to which the Borrower shall have filed City or the Hospital is or was a party (with respect to the Securities and Exchange Commission Business) or any similar governmental authority;by which the City, the Hospital, or the Business are or were affected. (d) promptly upon Except for (i) Liabilities that are disclosed in this Agreement, (ii) Liabilities set forth on the mailing thereof to Financial Statements, (iii) Liabilities arising from this Agreement and the TrusteeCity’s Closing Documents, copies of all financial statements, reports, notices and other communications provided thereto; and (eiv) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as Liabilities which do not meet the Administrative Agent may from time to time reasonably request;applicable thresholds set forth in Section

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, True and complete copies of each of (i) the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the unaudited consolidated balance sheet of the Borrower and its Subsidiaries Company as of the end of such year December 31, 2006 and December 31, 2007, and the related unaudited consolidated statements of income and sources cash flows of the Company for the annual periods ended on December 31, 2006 and uses December 31, 2007 (collectively, the “Company Financial Statements”) and (ii) the Reference Balance Sheet and the unaudited consolidated statement of funds income of the Business for such yearthe annual period ended on December 31, which shall be audited reports prepared 2008 (collectively, the “Business Financial Statements”) have been made available by an Acceptable Accounting Firm;the Seller to the Purchaser and are set forth on Section 3.06(a) of the Disclosure Schedule. (b) as soon as available but not less than forty-five The Company Financial Statements (45i) days after were properly derived from the end of each consolidated financial statements and accounting records of the first three quarters Seller, (ii) properly include adjustments for instances where the adjustments were material to the Company but were not material for the Seller’s financial statements, (iii) can properly be reconciled with the books and records of the Company, (iv) present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company as of the dates thereof and for the periods covered thereby and (v) were prepared in accordance with GAAP, consistently applied. (c) The Business Financial Statements (i) were properly derived from the audited financial statements of Seller (in each case, as such audited financial statements were included in the Seller’s Annual Report on Form 10-K, filed by the Seller with the US Securities and Exchange Commission for the applicable fiscal year of the BorrowerSeller), a quarterly interim consolidated balance sheet (ii) were prepared in accordance with the books of account and other financial records of the Borrower and its Subsidiaries and ▇▇▇▇▇▇ Entities (except as may be indicated in the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificatenotes thereto), all in reasonable detail, unaudited, but certified to (iii) can properly be true reconciled with the books and complete by the chief financial officer records of the Borrower; ▇▇▇▇▇▇ Entities and (civ) within ten (10) days present fairly in all material respects the consolidated financial position and results of operations of the filing thereofBusiness, copies as of all registration statements the dates thereof or for the periods covered thereby and reports on Forms 10-K(v) were prepared in accordance with GAAP, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;consistently applied. (d) promptly upon The 2008 Company Financial Statements, when prepared, (i) shall be properly derived from the mailing thereof consolidated financial statements and accounting records of the Seller, (ii) shall properly include adjustments for instances where the adjustments were material to the Trustee, copies of all Company but were not material for the Seller’s financial statements, reports(iii) shall be able to be properly reconciled with the books and records of the Company and (iv) shall present fairly in all material respects the consolidated financial position, notices results of operations and other communications provided thereto; and cash flows of the Company as of the dates thereof and for the periods covered thereby and (ev) such other statements (includingwill be prepared in accordance with GAAP, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;consistently applied.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90i) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of the end of such year June 30, 1995 and the related unaudited consolidated statements of income operations and sources and uses of funds cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of then ended, (ii) the Borrower, a quarterly interim unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December 31, 1995 and the related unaudited consolidated profit statements of operations and loss cash flows for the 6 months then ended, and (iii) the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of April 30, 1996 and the related unaudited consolidated statements of operations and sources and uses cash flows for the four (4) months then ended, copies of funds each of which (together with a Compliance Certificate(i), all in reasonable detail, unaudited, but certified (ii) and (iii)) have been delivered to be true and complete by the chief financial officer each of the Borrower;Lenders, fairly present, in conformity with GAAP applied on a consistent basis the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments). As of the date of the latest such balance sheet and the date hereof, neither the Company nor any of its Subsidiaries had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet. (b) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as "Eligible Receivables" have been determined as provided in the Financing Documents. (c) within ten (10) days Since April 30, 1996, there has been no event, act, condition or occurrence of the filing thereofwhatever nature that constitutes, copies of all registration statements and reports on Forms 10-Kor that could reasonably be expected to result in, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;a Material Adverse Effect.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet sheets of the Borrower St. J▇▇▇▇▇ and its Subsidiaries as of the end of such year December 31, 2004 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended, together with the notes thereto, included in St. Joseph’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2006, and the unaudited consolidated balances sheets and related consolidated statements of income and sources cash flows as of and uses for the three and six months ended June 30, 2006, together with the notes thereto, included in St. Joseph’s quarterly report on Form 10-Q for the related quarterly period and filed with the SEC (together with the financial statements and notes thereto included in the Form 10-K, the “St. J▇▇▇▇▇ GAAP Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis (“GAAP”) (except as may be reflected in the notes thereto), and fairly present in all material respects the consolidated financial position and the consolidated results of funds operations, changes in stockholders’ equity and cash flows of St. J▇▇▇▇▇ and its consolidated Subsidiaries as of the dates and for such yearthe periods indicated. To the knowledge of St. J▇▇▇▇▇, which shall be audited reports prepared by an Acceptable Accounting Firm;the audits of St. J▇▇▇▇▇ and its consolidated Subsidiaries have been conducted in accordance with generally accepted auditing standards. The books and records of St. J▇▇▇▇▇ and its Subsidiaries have been maintained in material compliance with applicable legal and accounting requirements. (b) The Consolidated Reports of Condition and Income of St. J▇▇▇▇▇ Bank as soon filed with the FDIC for the quarters ended June 30, 2006, March 31, 2006 and December 31, 2005 (the “Call Reports”) were prepared in accordance with the applicable regulatory instructions on a consistent basis with previous such reports, and fairly present in all material respects the financial position and results of operations of St. J▇▇▇▇▇ Bank as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year dates and for the periods indicated, subject, however, in the case of the Borrowertwo quarterly reports first above listed, a quarterly interim consolidated balance sheet to normal recurring year-end adjustments, none of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which are expected to be true and complete by the chief financial officer of the Borrower;material. (c) within ten Except as set forth in Section 2.06 to the St. J▇▇▇▇▇ Disclosure Schedules or to the extent (10i) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K accrued (or their equivalentsspecifically described) in the St. J▇▇▇▇▇ GAAP Financial Statements or the Call Reports and other material filings which (ii) of liabilities incurred since December 31, 2005 in the Borrower shall have filed ordinary course of business and consistent with the Securities past practice (both qualitatively and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesquantitatively), lists neither St. J▇▇▇▇▇ nor any of assets and accountsits Subsidiaries has any liabilities, budgetswhether absolute, forecastsaccrued, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;contingent or otherwise.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) The consolidated balance sheet of Blue Cross and Blue Shield of Virginia and its Consolidated Subsidiaries as soon as available but not later than ninety (90) days after of December 31, 1995 and September 30, 1996 and the end related consolidated statements of operations, changes in surplus and cash flows for the year ended December 31, 1995 and the nine months ended September 30, 1996, reported on by KPMG Peat Marwick, LLP and set forth in the Borrower's Registration Statement, a copy of which has been delivered to each fiscal year of the BorrowerBanks, complete copies of fairly present, in conformity with GAAP, the consolidated financial reports position of the Borrower Blue Cross and Blue Shield of Virginia and its Consolidated Subsidiaries as of such dates and their consolidated results of operations, changes in surplus and cash flows for such year and nine-month period. (together with a Compliance Certificate), all in reasonable detail, which shall include at least the b) The unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 1996 and the related unaudited pro forma consolidated statements of income operations for the year ended December 31, 1995 and sources and uses of funds for such yearthe nine-month period ended September 30, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of 1996, set forth in the Borrower's Registration Statement, are complete and correct in all material respects and, subject to the footnotes thereto, have been prepared on the basis described therein and otherwise in conformity with GAAP applied on a quarterly interim basis consistent with the financial statements referred to in subsection (a) of this Section and show the consolidated balance sheet financial position and results of operations of the Borrower and its Consolidated Subsidiaries as if the Demutualization had occurred as of September 30, 1996 for purposes of the unaudited pro forma consolidated balance sheet and as of January 1, 1995 for purposes of the unaudited pro forma consolidated statements of operations for the year ended December 31, 1995 and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)nine months ended September 30, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;1996. (c) within ten The Annual Statement (10Life and Accident and Health Form) days of Blue Cross and Blue Shield of Virginia as of December 31, 1995, in the form submitted to the insurance department or other comparable regulatory authority of the filing thereofCommonwealth of Virginia, copies of which have been delivered to each of the Banks, is a full and true statement, in all registration statements material respects, of all the assets and reports liabilities and of the condition and affairs of Trigon Insurance as of the date thereof, and of its income and deductions therefrom for the year ended on Forms 10-Kthat date, 10-Q and 8-K (or their equivalents) and other material filings which all in conformity with statutory accounting principles in effect on the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;date thereof. (d) promptly upon Since September 30, 1996 there has been no material adverse change in the mailing thereof to business, financial position, results of operations or prospects of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Attached hereto as soon as available but not later than ninety (90EXHIBIT 6.08(a) days after the end of each fiscal year of the Borrowerare true, correct and complete copies of (i) the consolidated audited balance sheet of LTHI and its subsidiaries as of December 31, 1997 and the related statements of income and retained earnings and of cash flows for the fiscal year then ended, certified by PricewaterhouseCoopers, LTHI's independent public accountants (including the notes thereto) and (ii) the unaudited balance sheet of LTHI and its subsidiaries as of December 31, 1998, and the related statements of income and retained earnings for the 12-month period then ended ((i) and (ii) collectively the "Financial Statements"). All Financial Statements have been prepared in accordance with GAAP, subject to normal year-end audit adjustments, and consistent with prudent business management practices, are complete in all material respects and fairly present the financial reports position of LTHI and its subsidiaries as of the Borrower respective dates thereof and results of operations and changes in financial position of LTHI and its subsidiaries for each of the periods then ended. (b) Since December 31, 1998, there has been no material adverse change in the business, assets, liabilities, condition (financial or other), or in the results of operations or prospects of the Company and its Subsidiaries taken as a whole. (c) Except as disclosed on EXHIBIT 6.08(c) attached hereto, neither the Company nor any of its Subsidiaries has any liability, contingent or otherwise, not disclosed in the Financial Statements or in the notes thereto that could, together with all such other liabilities, have a Compliance Certificate)Material Adverse Effect, all in nor does the Company have any reasonable detail, which shall include at least the consolidated balance sheet grounds to know of any such liability. (d) A schedule of Indebtedness of the Borrower Company and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such yearDecember 31, which shall be audited reports prepared by an Acceptable Accounting Firm; 1998 (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified including lease obligations required to be true and complete by the chief financial officer of the Borrower; (ccapitalized in accordance with GAAP) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesis attached hereto as EXHIBIT 6.08(d), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) The balance sheets of EQT Midstream Partners Predecessor (as soon such term is described in the Form S-1) as available but not later than ninety (90) days after of December 31, 2011 and 2010 and the end related statements of operations, partners’ capital and cash flows of EQT Midstream Partners Predecessor for each fiscal year of the Borrowerthree years in the period ended December 31, complete copies 2011 contained in the Form S-1 have been audited by Ernst & Young LLP. Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of EQT Midstream Partners Predecessor as of such dates and for such periods in conformity with GAAP and (ii) show, to the consolidated financial reports of the Borrower extent required by GAAP and its Subsidiaries (together with a Compliance Certificate)all footnotes to such financial statements, all in reasonable detailmaterial indebtedness and other liabilities, which shall include at least the consolidated balance sheet direct or contingent, of the Borrower and its Subsidiaries as of the end of such year date thereof, including liabilities for taxes, material commitments and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Debt. (b) The unaudited pro forma balance sheet as soon as available but of March 31, 2012 and the related statements of operations for the Borrower for the year ended December 31, 2011 and the quarter ended March 31, 2012 contained in the Form S-1 were prepared in good faith based on the assumptions that were believed to be reasonable in light of then-existing conditions (subject to the proviso that it is understood that such pro forma financial statements are based upon professional opinions, estimates and adjustments and that the Borrower does not less than forty-five warrant that such opinions, estimates and adjustments will ultimately prove to have been accurate). (45c) days after Beginning with the end of each initial delivery of the first three quarters of each fiscal year financial information required under Sections 6.01(a) and (b), the financial information delivered to the Lenders pursuant to such sections (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the BorrowerBorrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, a quarterly in the case of interim consolidated balance sheet statements, to normal year-end adjustments and the absence of footnotes), and (ii) show, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer as of the Borrower; (c) within ten (10) days of the filing date thereof, copies of all registration statements including liabilities for taxes, material commitments and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Debt. (d) promptly upon Since December 31, 2011 there has been no material adverse change in the mailing thereof to business, financial position or results of operations of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At In addition to, and without limiting any rights that the expense DHC Parties may have with respect to the inspection of the Borrowerbooks and records of the Company under Applicable Law, deliver the Company shall furnish to each DHC Party, the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersfollowing information: (a) as soon as available but not later than ninety available, and in any event within forty-five (9045) days after following the end of each fiscal year of Fiscal Year, the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the audited consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of each such Fiscal Year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries for such Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Directors, to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the end of such year dates thereof and the related consolidated statements results of income its operations and sources changes in its cash flows and uses of funds stockholders’ equity for such year, which shall be audited reports prepared by an Acceptable Accounting Firmthe periods covered thereby; (b) as soon as available but not less than forty-five available, and in any event within thirty (4530) days after following the end of each of fiscal quarter, the first three quarters of each fiscal year of the Borrower, a quarterly interim unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries at the end of such quarter and the related unaudited consolidated profit statements of income, cash flows and loss statements changes in stockholders’ equity of the Company and sources and uses of funds (together with a Compliance Certificate)its Subsidiaries for such quarter, all in reasonable detaildetail and all prepared in accordance with GAAP, unaudited, but consistently applied and certified to be true and complete by the chief financial officer of the BorrowerCompany’s Chief Financial Officer; (c) draft financial statements related to the Fiscal Year and each fiscal quarter shall be provided within ten thirty (1030) days and twenty (20) days, respectively, following the end of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;period in question; and (d) promptly upon the mailing thereof to the Trustee, copies extent the Company or any of all financial statements, its Subsidiaries is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, notices and other communications provided thereto; and (e) such other statements (includingany annual reports, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, quarterly reports and other financial information with respect to its business as periodic reports actually prepared by the Administrative Agent may from time to time reasonably request;Company or Subsidiary promptly following filing or submission thereof.

Financial Information. (a) At the expense Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by March 31, 2015 audited combined statements of assets, liabilities and parent funding of the BorrowerTransferred Business, and the related audited combined statements of operations, cash flows and parent funding on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and prepared on a “predecessor” basis (together with a Narrative Report for such period and an unqualified report thereon of Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) as of and for the year ending December 31, 2014 (such audited combined financial statements together with any reports related thereto, the “Audited 2014 Financial Statements”), (ii) unless the Closing has occurred prior to May 12, 2015, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Buyer as soon as available reasonably practicable but not in any event no later than ninety May 15, 2015 unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (90reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three months ended March 31, 2015 and the three months ended March 31, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), (iii) unless the Closing has occurred prior to August 8, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than August 14, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and six months ended June 30, 2015 and the three and six months ended June 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), and (iv) unless the Closing has occurred prior to November 7, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than November 13, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) (together with such interim consolidated financial statements delivered pursuant to clauses (ii) and (iii) above, the “Interim 2015 Financial Statements”); provided, however, that if the Closing has not occurred (A) prior to February 29, 2016, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than March 30, 2016 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) of the Transferred Business for the year ending December 31, 2015 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) or (B) with respect to any fiscal quarter of Seller ending after December 31, 2015, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than the date that is 45 days after the end of each any such fiscal year quarter (provided that such date is prior to the Closing Date) unaudited combined statements of assets, liabilities and parent funding of the BorrowerTransferred Business, complete copies and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the consolidated financial reports opinion on the Newco Audited Financial Statements) as of and for the Borrower applicable fiscal period of 2015 on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and its Subsidiaries prepared on a “predecessor” basis (together with a Compliance Certificate)Narrative Report for such period) (the financial statements referred to in subclauses (A) and (B) of this sentence, all in reasonable detail, which shall include at least together with the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year Audited 2014 Financial Statements and the related consolidated statements Interim 2015 Financial Statements, the “Financial Statements”). If requested by Buyer in writing either prior to the Closing Date or following the Closing Date for a period of income and sources and uses of funds for such one year, which shall be audited reports prepared by an Acceptable Accounting Firm;Seller shall, as promptly as practicable (and in any event within fifteen (15) Business Days) and at Buyer’s expense, deliver to Buyer any required adjustments and/or supporting documentation relating to the Newco Financial Statements and/or the Financial Statements as Buyer may reasonably require in connection with the Financing or with its reporting obligations under the Securities Act and the Exchange Act. (b) To the extent the Financial Statements provided above do not include transaction(s) contemplated by the Pre-Closing Reorganization, Seller will prepare, at its expense, a schedule that shows the pro forma effects of the Pre-Closing Reorganization and reconciles any applicable adjustments to the related Financial Statements as soon as available but not less a result of the Pre-Closing Reorganization. To the extent pro forma Financial Statements are prepared, Ernst & Young LLP will be engaged, at Buyer’s expense, to perform procedures and deliver a report on such procedures to Buyer. Seller shall deliver the applicable pro forma schedule to Buyer no later than forty-five seven (457) days after following the end of each of date that Seller delivers the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificatecorresponding Financial Statements pursuant to Section 6.18(a), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days Following the Closing Date for a period of one year, Seller shall, at Buyer’s expense, provide Buyer with such financial information, on a historical basis, in compliance with Regulation S-X and prepared on a “predecessor” basis, from and after January 1, 2014 through the filing thereof, copies of all registration Closing for which quarterly financial statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof were not previously provided to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information Buyer as Buyer may reasonably request with respect to the Transferred Business in connection with its business as reporting obligations under the Administrative Agent may from time to time reasonably request;Securities Act and the Exchange Act.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, True and complete copies of (i) the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries for the fiscal years ended as of the end of such year July 31, 2006, July 31, 2007 and July 31, 2008, and the related audited consolidated statements of income and sources cash flows of the Company and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after its consolidated Subsidiaries and the end of notes to each of the first three quarters of each fiscal year of foregoing (collectively, the Borrower, a quarterly interim “Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries (other than Stock Loan Services, LLC and the remainder of the Construction Loan Business), as of March 31, 2009, and the related unaudited consolidated profit statements of income (the “Interim Financial Statements”) are set forth in Section 3.07(a) of the Disclosure Schedules. (b) The Financial Statements and loss statements the Interim Financial Statements (i) were prepared in accordance with the books of account and sources other financial records of the Company and uses its consolidated Subsidiaries (except as may be indicated in the notes thereto or in Section 3.07(b) of funds (together with a Compliance Certificatethe Disclosure Schedule and except that the Interim Financial Statements do not include Stock Loan Services, LLC), (ii) were prepared, in the case of the Financial Statements, in accordance with GAAP, and in the case of the Interim Financial Statements using the principles and accounting conventions of IFRS, in each case applied on a consistent basis throughout the periods involved except as may be indicated in the notes thereto or in Section 3.07(b) of the Disclosure Schedule, and (iii) the Financial Statements and the Interim Financial Statements (subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material) present fairly in all material respects the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries (other than, in reasonable detailthe case of the Interim Financial Statements, unauditedStock Loan Services, LLC and the remainder of the Construction Loan Business)) as of the respective dates thereof or for the periods covered thereby, in the case of the Financial Statements, in accordance with GAAP and, in the case of the Interim Financial Statements, using the principles and accounting conventions, but certified not the presentation and disclosure requirements, of IFRS (except as indicated in the notes thereto or in Section 3.07(b) of the Disclosure Schedule). The segment reporting of the Construction Loan Business in the Financial Statements contain all of the revenues and expenses and assets and liabilities as determined in accordance with GAAP directly associated with the Construction Loan Business. Since March 31, 2009, the Company has not incurred any long-term liability that would be required to be true and complete by disclosed in the chief financial officer statements of the Borrower;Company or the footnotes thereto using the principles and accounting conventions of IFRS applied on a consistent basis. (c) within ten All accounts, notes receivable and other receivables (10other than receivables related to the Construction Loan Business and the Affiliate Loans) days reflected in the Financial Statements and Interim Financial Statements (the “Receivables”) have arisen out of bona fide sales and deliveries of goods, performance of services and other transactions in the ordinary course of the filing thereof, copies of business in conformity in all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed respects with the Securities applicable purchase orders, agreements and Exchange Commission specifications and are valid, bona fide claims against debtors for sales or any similar governmental authority;other charges, and are presented in accordance with GAAP in the case of the Financial Statements, and IFRS in the case of the Interim Financial Statements, as of July 31, 2008 and March 31, 2009, respectively. (d) promptly upon The values of the mailing thereof to inventories stated in the TrusteeFinancial Statements and the Interim Financial Statements reflect the normal inventory valuation policies of the Business as conducted by the Company and the Subsidiaries (other than, copies in the case of all financial statementsthe Interim Financial Statements, reportsStock Loan Services, notices LLC and other communications provided thereto; and (ethe remainder of the Construction Loan Business) such other statements (includingand were determined in accordance with GAAP in the case of the Financial Statements, without limitation, monthly consolidated statements and IFRS in the case of operating revenues the Interim Financial Statements and expenses), lists of assets with principles and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;methods consistently applied.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety The Initial Financial Statements (90i) days after present fairly, in all material respects, the end combined financial position and results of each fiscal year operations and cash flows of the Borrower, complete copies of the consolidated financial reports of the Borrower Parent’s predecessor and its Subsidiaries on a consolidated basis as of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with a Compliance Certificate)all footnotes to such financial statements, all in reasonable detailmaterial indebtedness and other liabilities, which shall include at least the consolidated balance sheet direct or contingent, of the Borrower Parent’s predecessor and its Subsidiaries as of the end of such year date thereof, including liabilities for taxes, material commitments and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Debt. (b) as soon as available but not less than forty-five (45) days after The Pro Forma Financial Statements were prepared in good faith on the end basis of each assumptions, data, information, tests or conditions believed to be reasonable at the time such Pro Forma Financial Statements were furnished. The Pro Forma Financial Statements fairly present in all material respects the financial position of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Parent and its Subsidiaries on a consolidated basis as of date thereof and after giving effect to the related consolidated profit Transactions and loss statements and sources and uses of funds were prepared in a manner consistent with GAAP (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;except as otherwise noted therein) consistently applied. (c) within ten The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (10b) days (i) fairly presents, in all material respects, in conformity with GAAP, the financial position of the filing Parent and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, copies of all registration statements including liabilities for taxes, material commitments and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Debt. (d) promptly upon Since the mailing thereof later of the date of (i) December 31, 2015 or (ii) the most recent audited financial statements delivered pursuant to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesSection 6.01(a)(i), lists of assets and accountsthere has been no event or circumstance, budgetseither individually or in the aggregate, forecasts, reports and other financial information with respect that has had or could reasonably be expected to its business as the Administrative Agent may from time to time reasonably request;have a Material Adverse Effect.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after The Company has delivered to the end of each fiscal year of the BorrowerPurchaser true, correct and complete copies of (i) audited financial statements of the Company consisting of consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2000, September 30, 2001 and September 29, 2002, and audited consolidated statements of operations, stockholders’ equity and changes in financial position or cash flows for each of the three (3) years then ended, together with a report and an opinion of Ernst & Young LLP, the Company’s independent accountants, and (ii) unaudited consolidated financial statements of the Company and its Subsidiaries consisting of a balance sheet as of February 2003, and a statement of operations and cash flows for the five (5)-month period then ended (the financial statements referred to in clauses (i) and (ii) are collectively referred to as the “Financial Statements”). The Financial Statements (including, in each case, the related schedules and notes) fairly present the consolidated financial reports position of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end respective dates of such year balance sheets and the related consolidated results of operations of the Company and its Subsidiaries for the respective periods covered by such statements of income operations, stockholders’ equity and sources changes in financial position or cash flows, as the case may be, and uses of funds for such year, which shall be audited reports have been prepared by an Acceptable Accounting Firm;in accordance with GAAP. (b) Except as soon as available but not less than forty-five (45) days after previously and specifically disclosed in the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete SEC Documents filed by the chief financial officer Company or previously and specifically disclosed by the Company in a press release, in each case, in a manner that identifies the applicable disclosure as being capable of having a material adverse effect on the Borrower;Company, since September 29, 2002, no Material Adverse Change has occurred. (c) within ten (10) days None of the Company Parties or any of their respective Subsidiaries, Affiliates, officers or directors (i) is contemplating the filing thereof, copies of a petition under the Bankruptcy Law or the liquidation of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;major portion of its assets or properties or (ii) is aware of any Person contemplating the filing of any petition against it under the Bankruptcy Law. None of the Company Parties or any of their respective Subsidiaries is contemplating changing its business, as such business is being conducted on the date hereof. (d) promptly upon the mailing thereof The Company has previously furnished to the TrusteePurchaser true, correct and complete copies of all financial statements“management” letters issued by the Company’s independent auditors since January 1, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;2000.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year June 30, 2005 and the related consolidated statements of income operations, stockholders’ equity (or comparable calculation, if such Person is not a corporation) and sources cash flows for the fiscal year then ended, reported on by G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have been delivered to Agent, fairly present, in conformity with GAAP, the consolidated financial position of Borrower and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2006 and the related unaudited consolidated profit statements of operations and loss cash flows for the nine months then ended, copies of which have been delivered to Agent, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements and sources and uses of funds (together with a Compliance Certificatereferred to in Section 3.5(a), all in reasonable detail, unaudited, but certified the consolidated financial position of Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the nine months then ended (subject to be true normal year-end adjustments and complete by the chief financial officer absence of the Borrower;footnote disclosures). (c) within ten (10) days of The information contained in the filing thereof, copies of most recently delivered Borrowing Base Certificate is complete and correct in all registration statements material respects and reports on Forms 10-K, 10-Q the amounts shown therein as “Eligible Receivables” and 8-K (or their equivalents) and other material filings which “Eligible Inventory” have been determined as provided in the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Financing Documents. (d) promptly upon Since March 31, 2006 there has been no material adverse change in the mailing thereof to business, operations, properties, prospects or condition (financial or otherwise) of Borrower and its Consolidated Subsidiaries, taken as a whole; provided, that the Trustee, copies term “prospects” shall not include the possibility of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements obtaining business from a prospective customer of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;a Credit Party.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2022, and the related consolidated statements of income income, retained earnings and sources and uses of funds cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of then ended, reported on by Deloitte, and the Borrower, a quarterly unaudited interim consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2023 and the related consolidated profit statements of income, retained earnings and loss statements and sources and uses cash flows for the three months then ended, copies of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which have been delivered to be true and complete by the chief financial officer each of the Borrower;Banks, fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited financial statements, to the absence of footnotes and to year end adjustments. (b) Since December 31, 2022 there has been no material adverse change in the business, financial position or operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (c) within ten (10Except as disclosed in the financial statements delivered pursuant to Section 4.4(a) days there were as of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (Closing Date no liabilities or their equivalents) and other material filings which obligations with respect to the Borrower shall have filed with the Securities and Exchange Commission or any similar of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Borrower knows of no basis for the assertion against it or any of its Subsidiaries of any liability or obligation of any nature whatsoever that is not disclosed in the financial statements delivered pursuant to Section 4.4(a) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; provided, that the representations and warranties in this clause (c) shall not apply to any action, suit, proceeding or governmental authority;investigation set forth on Schedule 4.5. (d) promptly upon the mailing thereof to the TrusteeThe Borrower and its Consolidated Subsidiaries, copies of all financial statementson a consolidated basis, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;are Solvent.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year The consolidated balance sheets of the Borrower, complete copies of the consolidated financial reports of the Borrower Company and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2015 and the related consolidated statements of income income, cash flows and sources shareholders' equity for the fiscal year then ended, reported on by Ernst & Young LLP and uses set forth in the Company's 2015 Form 10-K, a copy of funds which has been delivered to the Administrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) The unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as soon of March 31, 2016 and the related unaudited consolidated statements of income, cash flows and shareholders' equity for the three months then ended, set forth in the Company's quarterly report for the fiscal quarter ended March 31, 2016 as available but not less than fortyfiled with the SEC on Form l0-five (45) days after Q, a copy of which has been delivered to the end Administrative Agent on behalf of each of the first three quarters Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year this Section, the consolidated financial position of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such three month period (subject to normal year-end adjustments and, to the related consolidated profit and loss statements and sources and uses extent permitted by Regulation S-X, the absence of funds (together with a Compliance Certificatefootnotes), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days A copy of a duly completed and signed Annual Statement or other similar report of or for each Insurance Subsidiary that is a Restricted Subsidiary in the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have form filed with the Securities governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2015 has been delivered to the Administrative Agent on behalf of each of the Banks and Exchange Commission or any similar governmental authority;fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) promptly upon A copy of a duly completed and signed Quarterly Statement or other similar report of or for each Insurance Subsidiary that is a Restricted subsidiary in the mailing thereof form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the quarter ended March 31, 2016 has been delivered to the TrusteeAdministrative Agent on behalf of each of the Banks and fairly presents, copies of all financial statementsin accordance with statutory accounting principles, reports, notices and other communications provided thereto; andthe information contained therein. (e) such other statements (includingSince December 31, without limitation2015 and as of the Effective Date, monthly consolidated statements there has been no material adverse change in the business, financial condition, results of operating revenues operations or prospects of the Company and expenses)its Consolidated Subsidiaries, lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, True and complete copies of the consolidated Financial Statements have been delivered by the Seller to the Purchaser. The Financial Statements (i) present fairly, in all material respects, the combined financial reports condition and results of operations of the Borrower Company and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end dates thereof or for the periods covered thereby, (ii) are derived from and have been prepared in accordance with the underlying books and records of such year the Company and the related consolidated statements Subsidiaries and (iii) except as disclosed in the Financial Statements, have been prepared in accordance with GAAP applied on a basis consistent with the past practices, other than as required for stand-alone or separate company financial statements, of income the Company and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;the Subsidiaries. (b) as soon as available but not less than forty-five (45) days after The books, records and accounts of the end of Company and each of the first three quarters Subsidiaries, all of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries which have been made available to Parent and the related consolidated profit and loss statements and sources and uses Purchaser to the extent requested by them in writing prior to the date of funds (together with a Compliance Certificate)this Agreement, all in reasonable detail, unaudited, but certified to be are true and complete by in all material respects and represent actual, bona fide transactions and have been maintained in accordance with good business practices in all material respects. To the chief Seller’s Knowledge, the system of internal controls over financial officer reporting of the Borrower;Company and the Subsidiaries, taken as a whole, is reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the assets of the Company or the Subsidiaries. (c) within ten (10Section 3.07(c) days of the filing thereofDisclosure Schedule sets forth a reconciliation of (i) each of the line items specified in the condensed, copies combined and consolidated income statement included in the Financial Statements, for each of all registration the fiscal years ended December 31, 2012, 2013 and 2014, to (ii) the applicable line items for the Seller’s “Fiber Optic Licensing and Other” segment for each such fiscal year, as specified in the audited financial statements and reports of the Seller included in the Seller’s Annual Report on Forms Form 10-KK for the fiscal year ended December 31, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;2014.

Financial Information. At (a) The balance sheet of the expense Borrower as of December 31, 2017 and the related statements of operations, equity and cash flows for the fiscal year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, deliver and are set forth in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each of the Lenders. Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in conformity with GAAP and (ii) show, to the Administrative Agent in a sufficient number of copies for distribution extent required by the Administrative Agent GAAP and together with all footnotes to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrowersuch financial statements, complete copies of the consolidated financial reports all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (together with a Compliance Certificate), all in reasonable detail, which shall include at least the b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 2018, and the related unaudited consolidated statements of income operations and sources and uses cash flows for the nine months then ended, set forth in the Borrower’s Form 10-Q for the quarter ended September 30, 2018, a copy of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of has been delivered to each of the first three quarters Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year of this Section, the Borrower, a quarterly interim consolidated balance sheet financial position of the Borrower and its Consolidated Subsidiaries as of such date and the related their consolidated profit results of operations and loss statements and sources and uses of funds cash flows for such six month period (together with a Compliance Certificatesubject to normal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (10b) days (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the filing Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and its consolidated subsidiaries) as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and its consolidated subsidiaries) as of the date thereof, copies of all registration statements including liabilities for taxes, material commitments and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Debt. (d) promptly upon Since December 31, 2021, there has been no material adverse change in the mailing thereof to business, financial position or results of operations of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At Seller has delivered to Buyer true, complete and correct copies of certain historical results of operations and statements of assets and liabilities relating to the expense Analytical Instruments Business listed in Section 3.1(g) of the BorrowerSeller Schedule (the "FINANCIAL INFORMATION"), deliver including the Combined Statement of Net Assets to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year Be Sold of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Analytical Instruments Business as of June 30, 1998 (the end of such year "1998 STATEMENT OF NET ASSETS") and the related consolidated statements Combined Statements of income Operations and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each Cash Flows of the first Analytical Instruments Business for the three quarters years ended June 30, 1998, together in each case with the notes thereto and the report thereon of each fiscal year PricewaterhouseCoopers, LLP (collectively, the "1998 FINANCIAL STATEMENTS") and the unaudited Combined Statement of Net Assets to Be Sold of the BorrowerAnalytical Instruments Business as of January 29, a quarterly interim consolidated balance sheet of 1999 (the Borrower and its Subsidiaries "1999 STATEMENT OF NET ASSETS") and the related consolidated profit and loss statements and sources and uses unaudited Combined Statement of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer Operations of the Borrower; Analytical Instruments Business for the seven months ended January 29, 1999, together in each case with the notes thereto (c) within ten (10) days collectively, the "1999 FINANCIAL STATEMENTS"). Subject to any qualifications, assumptions or other limitations expressly set forth in any of the filing thereofFinancial Information or any notes thereto, copies except as disclosed in Section 3.1(g) of all registration statements and reports on Forms 10-K, 10-Q and 8-K the Seller Schedule: (or their equivalentsi) and other material filings which the Borrower shall have filed Financial Information (A) has been prepared in accordance with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies books of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports account and other financial records of the Analytical Instruments Business, (B) has been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and (C) fairly presents in all material respects the information that purports to be presented therein; (ii) after giving effect to the adjustments described in Section 3.1(g) of the Seller Schedule, the 1998 Financial Statements fairly present the combined financial position of the Analytical Instruments Business as of June 30, 1998 and the combined results of its operations for the three years then ended; and (iii) the 1999 Financial Statements fairly present the combined financial position of the Analytical Instruments Business as of January 29, 1999 and the combined results of its operations for the seven months then ended, and, subject to the adjustments described in Section 3.1(g) of the Seller Schedule, have been prepared in accordance with respect the accounting principles, methods, practices, allocation methodologies and estimation methodologies used to its business as prepare the Administrative Agent may from time to time reasonably request;1998 Financial Statements.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with Schedule 2.08A sets forth a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete list of each report, schedule, registration statement and definitive proxy statement filed by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed Company with the Securities and Exchange Commission or any similar governmental authority; SEC since January 1, 1999 (d) promptly upon the mailing thereof to the Trustee"Company SEC Documents"), copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "Company 10-K"). As of their respective dates: (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (b) The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at their respective dates and the consolidated results of operations and the consolidated cash flows of the Company for the periods then ended. (c) The Company has delivered to Purchaser correct and complete copies of the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 2001, and the audited related consolidated statements of operating revenues operations, cash flows and expenseschanges in shareholders' equity for the twelve-month period then ended and the notes thereto, together with a report thereon by Wiss & Company LLP (the "Audited Financial Statements"). The Audited Financial Statements: (i) are in accordance with the books and records of the Company and its Subsidiaries; (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and (iii) fairly present in accordance with applicable requirements of GAAP the consolidated balance sheets of the Company and its consolidated Subsidiaries as at their respective dates and the consolidated statements of operations, lists of assets cash flows and accounts, budgets, forecasts, reports and other financial information with respect to its business as changes in shareholders' equity for the Administrative Agent may from time to time reasonably request;period then ended.

Financial Information. At The Company will furnish TPG and LGP, so long as such Sponsor holds Company Shares and each Noteholder Investor, so long as the expense Noteholder Investors collectively hold at least five percent (5%) of the Borroweroutstanding Company Shares, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersfollowing: (ai) as As soon as available but not later than ninety (90) available, and in any event within 90 days after the end of each fiscal year of the BorrowerCompany, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower Company and its Subsidiaries subsidiaries (or of either Intermediate Holdings and its subsidiaries) as of at the end of each such fiscal year and the related consolidated statements of income income, cash flows and sources and uses of funds changes in stockholders’ equity for such year of the Company and its subsidiaries (or of either Intermediate Holdings and its subsidiaries), setting forth in each case in comparative form the figures for the next preceding fiscal year, which shall be audited reports accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared by an Acceptable Accounting Firm;in accordance with generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries (or of either Intermediate Holdings and its subsidiaries) at the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby. (bii) as As soon as available but not less than forty-five (45) available, and in any event within 30 days after the end of each fiscal quarter of the first three quarters of each fiscal year of Company, the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Subsidiaries subsidiaries (or of either Intermediate Holdings and its subsidiaries) as at the end of such quarter and the related consolidated profit statements of income, cash flows and loss statements changes in stockholders’ equity for such quarter and sources the portion of the fiscal year then ended of the Company and uses its subsidiaries (or of funds (together with a Compliance Certificateeither Intermediate Holdings and its subsidiaries), setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;.

Financial Information. (a) At the expense Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by March 31, 2015 audited combined statements of assets, liabilities and parent funding of the BorrowerTransferred Business, and the related audited combined statements of operations, cash flows and parent funding on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and prepared on a “predecessor” basis (together with a Narrative Report for such period and an unqualified report thereon of Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) as of and for the year ending December 31, 2014 (such audited combined financial statements together with any reports related thereto, the “Audited 2014 Financial Statements”), (ii) unless the Closing has occurred prior to May 12, 2015, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Buyer as soon as available reasonably practicable but not in any event no later than ninety May 15, 2015 unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (90reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three months ended March 31, 2015 and the three months ended March 31, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), (iii) unless the Closing has occurred prior to August 8, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than August 14, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and six months ended June 30, 2015 and the three and six months ended June 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), and (iv) unless the Closing has occurred prior to November 7, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than November 13, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) (together with such interim consolidated financial statements delivered pursuant to clauses (ii) and (iii) above, the “Interim 2015 Financial Statements”); provided, however, that if the Closing has not occurred (A) prior to February 29, 2016, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than March 30, 2016 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) of the Transferred Business for the year ending December 31, 2015 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) or (B) with respect to any fiscal quarter of Seller ending after December 31, 2015, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than the date that is 45 days after the end of each any such fiscal year quarter (provided that such date is prior to the Closing Date) unaudited combined statements of assets, liabilities and parent funding of the BorrowerTransferred Business, complete copies and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the consolidated financial reports opinion on the Newco Audited Financial Statements) as of and for the Borrower applicable fiscal period of 2015 on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and its Subsidiaries prepared on a “predecessor” basis (together with a Compliance Certificate)Narrative Report for such period) (the financial statements referred to in subclauses (A) and (B) of this sentence, all in reasonable detail, which shall include at least together with the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year Audited 2014 Financial Statements and the related consolidated statements Interim 2015 Financial Statements, the “Financial Statements”). If requested by Buyer in writing either prior to the Closing Date or following the Closing Date for a period of income and sources and uses of funds for such one year, which shall be audited reports prepared by an Acceptable Accounting Firm;Seller shall, as promptly as practicable (and in any event within fifteen (15) Business Days) and at Buyer’s expense, deliver to Buyer any required adjustments and/or supporting documentation relating to the Newco Financial Statements and/or the Financial Statements as Buyer may reasonably require in connection with the Financing or with its reporting obligations under the Securities Act and the Exchange Act. (b) To the extent the Financial Statements provided above do not include transaction(s) contemplated by the Pre-Closing Reorganization, Seller will prepare, at its expense, a schedule that shows the pro forma effects of the Pre-Closing Reorganization and reconciles any applicable adjustments to the related Financial Statements as soon as available but not less a result of the Pre- Closing Reorganization. To the extent pro forma Financial Statements are prepared, Ernst & Young LLP will be engaged, at Buyer’s expense, to perform procedures and deliver a report on such procedures to Buyer. Seller shall deliver the applicable pro forma schedule to Buyer no later than forty-five seven (457) days after following the end of each of date that Seller delivers the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificatecorresponding Financial Statements pursuant to Section 6.18(a), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days Following the Closing Date for a period of one year, Seller shall, at Buyer’s expense, provide Buyer with such financial information, on a historical basis, in compliance with Regulation S-X and prepared on a “predecessor” basis, from and after January 1, 2014 through the filing thereof, copies of all registration Closing for which quarterly financial statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof were not previously provided to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information Buyer as Buyer may reasonably request with respect to the Transferred Business in connection with its business as reporting obligations under the Administrative Agent may from time to time reasonably request;Securities Act and the Exchange Act.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after The Borrower has heretofore furnished to the end of each fiscal year of the Borrower, complete Lenders true and correct copies of the audited consolidated financial reports balance sheets of the NDC eCommerce business segment (reorganized as the Borrower) as of May 31, 2000 and May 31, 1999 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended May 31, 2000 (collectively, the "GPI Annual Financial Statements"). All such GPI Annual ------------------------------- Financial Statements fairly present in all material respects and in accordance with GAAP the financial position of the respective entities covered by such GPI Annual Financial Statements and the results of operations and cash flows for such entities for the respective Fiscal Years then ended. (b) The Borrower has heretofore furnished to the Lenders true and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least correct copies of the consolidated balance sheet of the Borrower and its Subsidiaries NDC eCommerce business segment (reorganized as the Borrower) as of the end of such year November 30, 2000 and the related consolidated statements of income and sources cash flows for the Fiscal Quarter ending November 30, 2000 (collectively, the "2001 Second Quarter Financial ----------------------------- Statements"). The 2001 Second Quarter Financial Statements fairly present in ---------- all material respects and uses in accordance with GAAP (subject to normal year-end adjustments) the financial position of funds the respective entities covered by such 2001 Second Quarter Financial Statements and the results of operations and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after entities for the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;Fiscal Quarter then ended. (c) within ten Since May 31, 2000, there have been no events, acts, conditions or occurrences, singly or in the aggregate, having or reasonably expected to have or cause a Material Adverse Effect (10) days and for purposes of the filing thereofforegoing, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which an Acquisition by the Borrower otherwise permitted by the terms of this Agreement shall not be deemed to have filed with such a Material Adverse Effect at the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon time of the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesAcquisition thereof), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of the end of such year March 31, 2000 and the related consolidated statements of income and sources of cash flows for the Fiscal Year then ended, reported on by Deloitte & Touche LLP and uses set forth in the Company's Form 10-K for Fiscal Year 2000, a copy of funds which has been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Fiscal Year. (b) The unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as soon as available but not less than fortyof December 31, 2000, and the related unaudited consolidated statements of income and cash flow for the nine months then ended, set forth in the December 2000 10-five (45) days after the end Q, copies of which have been delivered to each of the first three quarters of each fiscal year Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.04(a), the consolidated financial position of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of such date and the related their consolidated profit results of operations and loss statements and sources and uses of funds cash flows for such nine-month period (together with a Compliance Certificatesubject to normal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten The Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2000, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (10i) days has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Company to be reasonable), (ii) is based on the best information available to the Company after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the filing thereofCompany and its Consolidated Subsidiaries as of December 31, copies of all registration statements and reports 2000 as if the Transactions had occurred on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;such date. (d) promptly upon Since March 31, 2000, there has been no material adverse change in the mailing thereof to business, financial position, results of operations, property or prospects of the TrusteeCompany and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; andtaken as a whole. (e) such other The Company has heretofore furnished to the Lenders an audited consolidated statement of net assets and a related unaudited statement of income of Thiokol and its subsidiaries as at, and for the fiscal year ended, December 31, 2000. Such financial statements fairly present, in conformity with GAAP (including, without limitation, monthly consolidated statements of operating revenues and expensesexcluding income statement footnotes), lists the consolidated financial position of assets Thiokol and accountsits subsidiaries as of such dates and their consolidated results of operations for such periods. Since December 31, budgets2000, forecaststhere has been no material adverse change in the business, reports financial position, results of operations or property of Thiokol and other financial information with respect to its business subsidiaries, taken as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At (a) The balance sheet of the expense Borrower as of December 31, 2017 and the related statements of operations, equity and cash flows for the fiscal year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, deliver and are set forth in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each of the Lenders. Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in conformity with GAAP and (ii) show, to the Administrative Agent in a sufficient number of copies for distribution extent required by the Administrative Agent GAAP and together with all footnotes to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrowersuch financial statements, complete copies of the consolidated financial reports all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (together with a Compliance Certificate), all in reasonable detail, which shall include at least the b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 2018, and the related unaudited consolidated statements of income operations and sources and uses cash flows for the nine months then ended, set forth in the Borrower’s Form 10-Q for the quarter ended September 30, 2018, a copy of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of has been delivered to each of the first three quarters Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year of this Section, the Borrower, a quarterly interim consolidated balance sheet financial position of the Borrower and its Consolidated Subsidiaries as of such date and the related their consolidated profit results of operations and loss statements and sources and uses of funds cash flows for such six month period (together with a Compliance Certificatesubject to normal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (10b) days (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the filing Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, copies of all registration statements including liabilities for taxes, material commitments and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Debt. (d) promptly upon Since December 31, 2017, there has been no material adverse change in the mailing thereof to business, financial position or results of operations of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At Furnish to each Bank and the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersAgent: (ai) as soon as available available, but not later than in any event within ninety (90) days after the end of each fiscal year of the Borrower, complete copies a copy of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the Borrower's consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such each fiscal year and the related consolidated statements of income operations, stockholders' equity (deficit) (or comparable statement) and sources and uses of funds cash flows for such year, which shall be audited reports prepared setting forth in each case in comparative form the figures for the previous year, accompanied by an Acceptable Accounting Firmunqualified report and opinion thereon (with respect to the consolidated financial statements) of nationally recognized independent certified public accountants; (bii) as soon as available available, but not less than in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a quarterly interim the Borrower's unaudited consolidated balance sheet as at the end of such period and the related unaudited consolidated statements of operations, stockholders' equity (deficit) (or comparable statement) and cash flows for such period and year to date, setting forth in each case in comparative form the figures for the previous corresponding period, certified by a duly authorized officer of the Borrower and its Subsidiaries as being fairly stated in all material respects subject to year end adjustments and the related consolidated profit and loss absence of footnotes; all such financial statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true complete and complete correct in all material respects and to be prepared in accordance with GAAP (subject to year end adjustments and absence of footnotes in the case of statements required by clause (ii)) applied consistently throughout the chief financial officer of the Borrowerperiods reflected therein (except as approved by such accountants and disclosed therein); (ciii) within ten five (105) days Business Days of each delivery of consolidated financial statements of the Borrower pursuant to subdivisions (i) and (ii) above, a Compliance Certificate signed by a Responsible Officer substantially in the form of Exhibit D hereto demonstrating in reasonable detail compliance with the restrictions contained in Sections 6.02(a), (b), (c), (d), (e) and (g) as of the end of the fiscal period covered thereby; and (iv) substantially concurrent with the sending or filing thereof, copies of all registration proxy statements, financial statements and reports that the Borrower sends to its stockholders generally, and copies of all final registration statements (other than on Forms 10-K, 10-Q and 8-K (Form S-8 or their equivalentsother registration statements relating to option plans) and other material filings reports (in each case, without exhibits) which the Borrower shall have filed or any Subsidiary files with the Securities and Exchange Commission S.E.C. or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;national securities exchange.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after The Company has furnished to the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least Agent the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statement of income, stockholder’s equity and cash flows (i) of the Company as of September 30, 2016, September 30, 2015 and September 30, 2014 for the fiscal years then ended and (ii) of the Acquired Entity as of December 31, 2015, December 31, 2014 and December 31, 2013 for the fiscal years then ended, in each case reported on by independent public accountants. Such financial statements of the Company referred to in subsection (a)(i) of this Section 4.04 fairly present, in all material respects, in conformity with GAAP, the financial position of the Company as of such dates and its results of operations and cash flows for such fiscal years. The Company has no actual knowledge that such financial statements of the Acquired Entity referred to in subsection (a)(ii) of this Section 4.04 do not fairly present, in all material respects, in conformity with GAAP, the financial position of the Acquired Entity as of such dates and its results of operations and cash flows for such fiscal years. (b) The Company has furnished to the Agent the unaudited consolidated balance sheet and the related unaudited consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end cash flows of each of the first three quarters of Company and the Acquired Entity, for each fiscal year quarter subsequent to (i) with respect to the Company, September 30, 2016 and (ii) with respect to the Acquired Entity, December 31, 2015, and in each case ended at least 45 days prior to the Effective Date. Such financial statements of the BorrowerCompany fairly present, in all material respects, in conformity with GAAP applied on a quarterly interim consolidated balance sheet basis consistent with the financial statements referred to in subsection (a)(i) of this Section 4.04, the financial position of the Borrower Company as of such dates and their results of operations and cash flows for such three month period (subject to the absence of footnotes and normal year-end adjustments). The Company has no actual knowledge that such financial statements of the Acquired Entity referred to in subsection (b)(ii) of this Section 4.04 do not fairly present, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a)(ii) of this Section 4.04, the financial position of the Acquired Entity as of such dates and its Subsidiaries results of operations and cash flows for such fiscal period (subject to the related consolidated profit absence of footnotes and loss statements and sources and uses of funds (together with a Compliance Certificatenormal year-end adjustments), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10The projections furnished to the Agent pursuant to Section 3.01(e)(ii) days have been prepared in good faith by the Company and based on assumptions believed by the Company to be reasonable, as of the filing thereofdate of the preparation of such projections, copies and the pro forma balance sheet furnished to the Agent pursuant to Section 3.01(e)(i) presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of all registration statements and reports on Forms 10-Kthe Company as at September 30, 10-Q and 8-K (or their equivalents) and other material filings which 2016, assuming that the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Transactions had actually occurred at such date. (d) promptly upon As of the mailing thereof Effective Date, there has been no material adverse change in the financial condition, business or operations of the Company since September 30, 2016, unless and to the Trusteeextent disclosed in the Company’s quarterly reports on Form 10-Q, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information as filed with respect to its business as the Administrative Agent may from time to time reasonably request;Commission.

Financial Information. At the expense of the Borrower, Seller shall deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersBuyer: (ai) as As soon as available but not later than and in any event within forty-five (45) days after the end of each month, a certification in the form of Exhibit A-1 attached hereto in accordance with Section 21 hereof, together with the consolidated balance sheets of each of PMC and PMH and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and retained earnings for each of PMC and PMH and its consolidated Subsidiaries for such month and the portion of the fiscal year through the end of such month, accompanied by a certificate of a Responsible Officer of such Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of such Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments); (ii) Reserved; (iii) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the BorrowerPMC and PMH, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate)as applicable, all in reasonable detail, which shall include at least the consolidated balance sheet sheets of the Borrower such Seller and its consolidated Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income and sources retained earnings and uses of funds cash flows for such Seller and its consolidated Subsidiaries for such year, which shall be audited reports prepared setting forth in each case in comparative form the figures for the previous year, accompanied by an Acceptable Accounting Firmopinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of such Seller and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP; (biv) as soon as available but not less than fortyFrom time to time (i) such other information regarding the financial condition, operations, well-five being or business of Seller and (45ii) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed documentation in connection with the Securities underwriting and Exchange Commission origination of any Purchased Loan originated after January 10, 2014 that evidences compliance with the Ability to Repay Rule and the QM Rule, in each case as Buyer may reasonably request (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Seller by any similar governmental authority; third party investors), within three (d3) promptly upon the mailing thereof to the Trustee, copies Business Days of all financial statements, reports, notices and other communications provided theretosuch request; and (ev) such other statements As soon as reasonably possible, and in any event within fifteen (including15) days after a Responsible Officer knows, without limitationor has reason to believe, monthly consolidated statements that any of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its business ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition): a. any Reportable Event or any request for a waiver under Section 412(c) of the Code for any Plan; b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan; c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; d. the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the Administrative Agent may receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to time reasonably request;paragraphs (i), (ii) or (iii) above, a certificate of a Responsible Officer of Seller (x) stating that, to the best of such Responsible Officer’s knowledge, Seller has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it during such fiscal period or year, (y) stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default has occurred and is continuing or any Event of Default has occurred that has not been waived by Buyer in its sole discretion in writing, describing the same in reasonable detail and describing the action Seller has taken or proposes to take with respect thereto) and (z) attaching a worksheet demonstrating that Seller is in compliance with the covenants set forth in Sections 13(s) and (bb).

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety The Borrower has delivered to the Agents and each Lender copies of (90i) days after the end of each fiscal year Base Financial Statements and (ii) the Pro Forma Balance Sheet. Each of the Borrowerfinancial statements described above has been prepared in accordance with GAAP consistently applied (in the case of clause (i)), complete copies and, in the case of clause (ii), on a basis substantially consistent with the basis used to prepare the financial statements referred to in clause (i), and (in the case of clause (i)), present fairly the consolidated financial reports condition of the Borrower corporations covered thereby as at the dates thereof and its Subsidiaries the results of their operations for the periods then ended and (together with a Compliance Certificatein the case of clause (ii)), all in reasonable detail, which shall include at least appropriate pro forma adjustments to give pro forma effect to the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Transaction. (b) as soon as available but not less than forty-five The Borrower has delivered to the Agents and each Lender copies of (45i) days after an unaudited statement setting forth the end gross cash margin of Pathfinder for the two month period ended November 30, 1998, (ii) pro forma statements setting forth the gross cash margin of Pathfinder for the nine month period ending September 30, 1998, and the year ended December 31, 1997, (iii) the projected income statement, balance sheet and statement of cash flows of Pathfinder and its Subsidiaries for the Fiscal Years 1999 through 2007 and (iv) the projected consolidated and consolidating income statement, consolidated balance sheet and consolidated statement of cash flows of the Parent and its Subsidiaries, giving effect to the Pathfinder Acquisition, for the Fiscal Years 1998 through 2007. While the underlying transactions were accounted for in conformity with GAAP, each of the first three quarters financial statements described above (x) in the case of each fiscal year clauses (i) and (ii), were not prepared in accordance with GAAP but do present fairly the consolidated financial condition of the Borrower, a quarterly interim consolidated balance sheet of corporations covered thereby as at the Borrower and its Subsidiaries dates thereof and the related consolidated profit results of their operations for the periods then ended and loss statements (y) in the case of clauses (iii) and sources and uses of funds (together with a Compliance Certificateiv), all in reasonable detail, unaudited, but certified include appropriate pro forma adjustments to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof give pro forma effect to the TrusteePathfinder Acquisition and the transactions contemplated thereby, copies subject to the absence of all financial statements, reports, notices footnotes and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues year-end accruals and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;adjustments.

Financial Information. At the expense of the Borrower, deliver Furnish to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersAgent: (ai) as soon as available available, but not later than ninety (90) in any event within 90 days after the end of each fiscal year of the Borrower, complete copies (A) a copy of the Borrower's audited consolidated balance sheet of itself and its consolidated Subsidiaries as at the end of each fiscal year and the related audited consolidated statements of income and retained earnings (or comparable statement) employed in the business and changes in financial reports position and cash flow for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the Agent, and, if prepared, such accountants' letter to management, and (B) a copy of the Borrower-prepared consolidating balance sheet and income statements prepared in connection with the statement provided in subpart (A) above; (ii) as soon as available, but in any event within 45 days after the end of each fiscal quarter, the Borrower's unaudited consolidated balance sheet of itself and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statement of income and retained earnings (or comparable statement) and changes in financial position and cash flow for such period and year to date, setting forth in each case in comparative form, if available, the figures as at the end of the previous fiscal year as to the balance sheet and the figures for the previous corresponding period as to the other statements, certified by the Chief Financial Officer of the Borrower as being fairly stated in all material respects subject to year end adjustments; all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the Agent and in accordance with GAAP applied consistently throughout the periods reflected therein (except as approved by such accountants and disclosed therein); (a) together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to subdivision (i) and (ii) above, a certificate, executed by the Chief Financial Officer of the Borrower stating that such officer has reviewed the terms of this Agreement and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (b) together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet each delivery of financial statements of the Borrower and its Subsidiaries as of pursuant to subdivision (i) and (ii) above, a certificate demonstrating in reasonable detail compliance during and at the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed applicable accounting periods with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided theretorestrictions contained in SECTION 6.2 hereof; and (eiv) such any other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business report as the Administrative Agent may reasonably request from time to time reasonably request;time.

Financial Information. At The Borrower on its own behalf and on behalf of each other Loan Party shall promptly furnish to each Lender, all such financial information as the expense Agent or any Lender shall reasonably request, and notify its auditors and accountants that the Agent, on behalf of the BorrowerLenders, deliver is authorized to obtain such information directly from them; provided that the Agent shall give reasonable notice to a Responsible Officer of the Borrower and endeavor to discuss with such Responsible Officer the information being sought, before obtaining information from such auditors and accountants. Without limiting the foregoing, the Borrower will furnish to the Administrative Agent Agent, in a sufficient number of copies for distribution by the Administrative Agent to each Lender, in such detail as the LendersAgent or the Lenders shall request, the following: (a) as As soon as available available, but in any event not later than ninety (90) days after the end close of each fiscal year Fiscal Year, consolidated and consolidating audited balance sheets, and statements of income and expense, cash flow and of stockholders' equity for the Borrower, complete copies of the consolidated financial reports of the Borrower Parent and its Subsidiaries (together with a Compliance Certificate)for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year, all in reasonable detail, which shall include at least fairly presenting the consolidated balance sheet and consolidating financial position and the results of operations of the Borrower Parent and its consolidated Subsidiaries as of at the end date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such year and the related statements performed on a consolidated statements of income and sources and uses of funds for such yearbasis, which shall be audited reports prepared accompanied by an Acceptable Accounting Firm; a report thereon unqualified as to scope (b) as soon as available but including not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), qualified due to possible failure to take all in reasonable detail, unaudited, but certified appropriate steps to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;successfully

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Annexed hereto as soon Schedule 5.8(a) are (i) the unaudited consolidated financial statements of IDF as available at December 31, 1996 and for the six months ended December 31, 1996, including balance sheet, statements of operations, statements of stockholders' equity, and statements of cash flow, as reviewed but not later than ninety audited by ▇▇▇▇▇, ▇▇▇▇▇▇ & Company LLP, and the unaudited consolidated balance sheet and statement of operations as at March 31, 1997 and for the nine months then ended, as prepared by management of IDF (90collectively, the "IDF Unaudited Financial Statements"); and (ii) days after the end audited consolidated financial statements of each IDF as at June 30, 1996 and June 30, 1995 and for the two fiscal year years then ended, including balance sheets, statements of operations, statements of stockholders' equity, and statements of cash flow, as audited by ▇▇▇▇▇, ▇▇▇▇▇▇ & Company LLP (the Borrower"IDF Audited Financial Statements"). Such IDF Unaudited Financial Statements and IDF Audited Financial Statements are herein collectively referred to as the "IDF Financial Statements." (b) The IDF Financial Statements: (i) are true, complete copies of and correct in all respects and present fairly the consolidated financial reports position of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower IDF and its Subsidiaries as of the end of such year dates thereof and for the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)periods reflected therein, all in reasonable detailconformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis; (ii) make full and adequate provision, unauditedin accordance with GAAP for the various assets and liabilities of IDF on a basis and the results of its operations and transactions in its accounts, but certified to be true and complete by the chief financial officer as of the Borrower;dates and for the periods referred to therein; (iii) reflect only assets and liabilities and results of operations and transactions of IDF, and do not include or reflect any assets, liabilities or transactions of any corporation or entity except IDF and its Subsidiaries; and (iv) were prepared from, and are consistent with, the books and records of IDF, which accurately and consistently reflect all transactions to which IDF was and is a party; provided, that the IDF Unaudited Financial Statements omit footnote disclosures required under GAAP and are subject to fiscal year end audit adjustments which would not, individually or in the aggregate, be material. (c) within ten (10) days Except as expressly set forth in the IDF Financial Statements and/or in the Schedules to this Agreement, or arising in the normal course of IDF's business since March 31, 1997, there are as at the filing thereofdate hereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (no liabilities or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements obligations (including, without limitation, monthly consolidated statements any tax liabilities or accruals) of operating revenues IDF, whether absolute, accrued, contingent or otherwise and expenses)whether due or to become due, lists of assets and accountsthat are, budgetssingly or in the aggregate, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;material.

Financial Information. At the expense of the Borrower, deliver R&R has delivered to the Administrative Agent in a sufficient number ---------------------- Stockholders the audited balance sheets of copies for distribution by the Administrative Agent to the Lenders: (a) R&R dated as soon as available but not later than ninety (90) days after the end of each fiscal year of the BorrowerDecember 31, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (1997, together with a Compliance Certificate)the related statements of income, changes in shareholder's equity and cash flow for the years then ended, including the related notes, all in reasonable detailcertified by Kurt D. Saliger, which shall include at least the consolidated balance sheet of the Borrower and certified public accountant. In addition, R&R has de▇▇▇▇▇▇▇ ▇▇ ▇▇e Stockholders its Subsidiaries interim unaudited financial statements as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission ("SEC") for the three month periods ending March 31, 1998, June 30, 1998, and September 30, 1998 (the audited balance sheet and interim financial statements are collectively referred to as the "Financial Statements"). Such Financial Statements, including the related notes, are in accordance with the books and records of R&R and fairly present the financial position of R&R and the results of operations and changes in financial position of R&R as of the dates and for the periods indicated, in each case in conformity with generally accepted accounting principles applied on a consistent basis. Except as, and to the extent reflected or reserved against in the Financial Statements, R&R, as of the date of the Financial Statements, has no liability or obligation of any similar governmental authority; (d) promptly nature, whether absolute, accrued, contingent or otherwise, not fully reflected or reserved against in the Financial Statements. As of the Closing Date, there will not have been any material change in the financial condition of R&R from that reflected in the latest Financial Statements of R&R furnished to the Stockholders pursuant hereto. As of the Closing Date and upon the mailing thereof to consummation of the TrusteeRelated Transactions, copies R&R will have no assets or liabilities or obligations of all financial statementsany nature, reportswhether absolute, notices and accrued, contingent or otherwise, nor will R&R be a co-maker or guarantor in connection with any other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements transaction or matter of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;any kind.

Financial Information. At the expense of the BorrowerOcimum shall employ IAS and, deliver after June 15, 2009, furnish to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersOre: (ai) as soon as available but not later than ninety (90) days is reasonably practicable after their availability to Ocimum, a consolidated balance sheet of Ocimum as of the end of each the last most recent fiscal quarter (no later than the quarter ending March 31, 2009), and consolidated statements of income, cash flows and shareholders’ equity of Ocimum for such fiscal period and for the period beginning on the first day of the last most recent fiscal year and ending on the date of such balance sheet, setting forth in comparative form the corresponding figures for the corresponding period of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate)preceding fiscal year, all in reasonable detaildetail and certified by the chief financial officer of Ocimum; (ii) as soon as is reasonably practicable after they are available, consolidated financial statements which shall include at least the have been audited by independent public accountants or chartered accountants of recognized standing selected by Ocimum, including a consolidated balance sheet of the Borrower and its Subsidiaries Ocimum as of the end of such year and the related fiscal year, consolidated statements of income income, cash flows and sources and uses shareholders’ equity of funds Ocimum for such fiscal year, each on a comparative basis with corresponding financial statements for the preceding fiscal year, and appropriate notes related thereof, which financial statements shall be audited reports accompanied by a report of such accountants and stating in substance that such financial statements have been prepared by an Acceptable Accounting Firm; in accordance with either IAS or GAAP consistently applied throughout (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all except for changes in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalentsapplication in which such accountants concur) and other material filings which that the Borrower shall have filed examination of accounts in connection with such financial statements has been made in accordance with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon generally accepted auditing standards applicable in the mailing thereof to the Trusteejurisdiction in which such accountants are located and, copies accordingly, included such tests of all financial statements, reports, notices accounting records and other communications provided thereto; and (e) auditing procedures as such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as accountants considered necessary or advisable under the Administrative Agent may from time to time reasonably requestcircumstances;

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The audited consolidated balance sheet of GranCare and its Subsidiaries as of December 31, 1995, and the related consolidated statements of income, stockholders equity and cash flows for the year then ended, certified by Ernst & Young L.L.P., copies of which have been delivered to the Agents, were prepared in accordance with GAAP applied on a consistent basis and fairly present the consolidated financial position of GranCare as of such date and the consolidated results of operations and cash flows of GranCare for the year then ended. (ii) The unaudited consolidated balance sheet of GranCare and its Subsidiaries as of September 30, 1996, and the related consolidated statements of income, stockholders equity and cash flows for the nine-month period then ended, copies of which have been delivered to the Agents, were prepared in accordance with GAAP applied on a consistent basis and fairly present the consolidated financial position of GranCare as of such date and the consolidated results of operations and cash flows of GranCare for the nine-month period then ended, in each case subject to normal year-end audit adjustments and to the absence of footnotes. (iii) The unaudited pro forma consolidated balance sheet of Borrower and its Subsidiaries as of September 30, 1996, as set forth in the end Borrower Prospectus, gives pro forma effect to the consummation of such year the Merger and the related Distribution and the consummation of all other Transactions, all as if such events had occurred on September 30, 1996. The unaudited pro forma consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries for the year ended December 31, 1995 and for the nine-month period ended September 30, 1996, all as set forth in the Borrower Prospectus, give pro forma effect to the consummation of the Merger and the related consolidated profit Distribution and loss statements and sources and uses the consummation of funds (together with a Compliance Certificate)all other Transactions, all as if such events had occurred on January 1, 1995. Such pro forma financial statements have been prepared in reasonable detailaccordance with GAAP (subject to normal year-end adjustments and to the absence of footnotes) and present fairly the consolidated financial condition and results of operations of Borrower and its Subsidiaries on an unaudited pro forma basis as of the dates and for the periods set forth therein after giving effect to the consummation of the Transactions as described above. (iv) Any report, unauditedfinancial statement, but certified exhibit, schedule or other information (including the projections referred to in Section 3.1(h)(ii)(A)) furnished by or on behalf of Borrower or any of its Subsidiaries to either of the Agents or Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto which constitutes a financial forecast or projection was prepared in good faith, was based on assumptions that Borrower believes to be true reasonable and complete by was based on the chief best information known to Borrower at the time such report, financial officer statement, exhibit, schedule or other information was so furnished. Borrower has no reason to believe that any such forecasts or projections are misleading in any material respect in light of the Borrower; (c) within ten (10) days circumstances existing at the time of the filing preparation thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2000 and the related consolidated statements of income consolidated income, consolidated cash flows and sources consolidated shareholders’ equity for the fiscal year then ended, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and uses set forth in the Borrower’s 2000 Annual Report to Shareholders, a copy of funds which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2001 and the related unaudited condensed statements of consolidated profit income and loss statements and sources and uses of funds (together with a Compliance Certificate)consolidated cash flows for the three months then ended, all set forth in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of ’s quarterly report for the filing thereoffiscal quarter ended March 31, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have 2001 as filed with the Securities and Exchange Commission or any similar governmental authority;on Form 10-Q, a copy of which has been delivered to each of the Banks, fairly present, on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three-month period (subject to normal year-end adjustments). (dc) promptly upon Other than the mailing thereof to Restructuring Charge and/or the Trusteesale, copies lease, outsourcing or other transfer of all or a portion of the operations of ▇▇▇▇▇ Worldwide Airlines, Inc., there has been no material adverse change since December 31, 2000 in the business, financial statementsposition, reportsresults of operations or prospects of the Borrower and its Consolidated Subsidiaries, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) as soon as available but not later than ninety Within one hundred and thirty (90130) days after the end of each fiscal year of MAPL, MPC and MSC (beginning with the Borrowerfiscal year ended December 31, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate2006), all in reasonable detail, which shall include at least deliver to the Facility Agent copies for the Lenders of MAPL’s consolidated balance sheet of the Borrower sheet, income statement and its Subsidiaries cash flow statement, MPC’s unconsolidated balance sheet, income statement and cash flow statement, and MSC’s unconsolidated balance sheet, income statement and cash flow statement, in each case, as of the end of such year and the related consolidated statements of income and sources and uses of funds for such yearfiscal year duly certified by the independent accountants of MAPL, which shall be audited reports MPC and MSC as being prepared by an Acceptable Accounting Firmin accordance with IFRS; (bii) as soon as available but not less than forty-five Within sixty (4560) days after the end of each of fiscal quarter (other than the first three quarters last fiscal quarter) of each fiscal year of MAPL, MPC and MSC (beginning with the Borrowerfiscal quarter ending June 30, a quarterly interim 2006) deliver to the Facility Agent copies for the Lenders of MAPL’s unaudited consolidated balance sheet sheet, income statement and cash flow statement (which are not prepared with disclosure notes), MPC’s unaudited unconsolidated balance sheet, income statement and cash flow statement (which are not prepared with disclosure notes), and MSC’s unaudited unconsolidated balance sheet, income statement and cash flow statement (which are not prepared with disclosure notes), in each case, as of the Borrower end of and its Subsidiaries for such fiscal quarter duly certified (subject to year-end adjustments) by a Responsible Officer of MAPL, MPC or MSC, as applicable, as having been prepared in accordance with IFRS and the related consolidated profit as having been fairly stated in all material respects. All such financial statements described in (i) and loss statements (ii) shall be complete and sources correct in all material respects and uses of funds (together with a Compliance Certificate), all shall be prepared in reasonable detaildetail and in accordance with IFRS (except as approved by such accountants or officer, unauditedas the case may be, but certified and disclosed in reasonable detail therein); (iii) Concurrently with any delivery of financial statements under paragraphs (i) or (ii) above, deliver to be true and complete by the Facility Agent a certificate of the chief financial officer, treasurer or controller of MAPL (i) certifying that, to the knowledge of such officer, no Event of Default or Default has occurred or, if an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail demonstrating compliance with each of its financial covenants; (iv) As soon as reasonably practicable after the request by any Lender, deliver to such 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 or comparable Laws of any other jurisdiction to which such Lender is subject; (v) Promptly, but in any event within five (5) Business Days of a senior executive officer of MAPL having notice or obtaining knowledge thereof, give notice to the BorrowerFacility Agent of the occurrence of any Default or Event of Default; (vi) Within five (5) Business Days of a senior executive officer of MAPL having notice or obtaining knowledge thereof, give notice to the Facility Agent of: (a) any casualty, damage or loss of any of MPC’s, MSIC’s or MSC’s assets, whether or not insured, through fire, theft, other hazard or casualty, involving a loss (x) of USD20,000,000 or more (or the equivalent in other currency) or (y) that would reasonably be expected to result in a Material Adverse Effect. (b) any notice of an event of force majeure under any Material Contract; (c) within ten (10) days the initiation of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission any Expropriation Event involving MAPL or any similar governmental authorityother Guarantor; (d) promptly upon the mailing thereof any cancellation or non-renewal without replacement of any policy of insurance required to be maintained pursuant to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; andFinance Documents; (e) any breach by any party to any Material Contract, or the receipt of written notice of any breach under any Material Contract, if such breach would reasonably be expected to result in a Material Adverse Effect; (f) any ERISA Events; (g) any Change of Control; (h) any executed amendment, waiver, modification or supplement to either ECA; (i) any amendment, waiver, modification or supplement to either ECA proposed by MAPL or its Subsidiaries (1) that would be reasonably likely to have a Material Adverse Effect or (2) after giving effect thereto, a Default or Event of Default shall occur and be continuing or would result therefrom; (j) notice has been delivered of any exercise of any buyout right under either ECA; (k) any negative change in the Borrower’s credit rating from M▇▇▇▇’▇ or S&P; (l) any litigation, investigation or proceeding to which any Loan Party is a party or to which it is subject that would reasonably be expected to have a Material Adverse Effect; (vii) Deliver to the Facility Agent as soon as reasonably practicable such other statements (includinginformation relating to the then existing financial condition of the Borrower, without limitation, monthly consolidated statements of operating revenues MAPL and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business Subsidiaries as the Administrative Facility Agent may from time to time reasonably request, subject to an agreed upon confidentiality provision or except when the disclosure of which is prohibited by Law; (viii) Deliver within five Business Days after the same are sent, copies of all financial statements and any material reports that MAPL or the Borrower sends to the holders of any class of its debt securities or public equity securities; and (ix) Deliver on the Signing Date and within 10 Business Days of the annual insurance renewal date, an insurance certificate or cover note of MPC’s and MSC’s insurers or insurance agents describing insurance policies that are in place;

Financial Information. At Subject to the expense last sentence of this Section 8.3, furnish each Lender with copies of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersfollowing: (a) as soon as available but not later than ninety (90) within 45 days after the end of each fiscal year Fiscal Quarter (except 90 days with respect to each Fiscal Quarter ending on December 31), unaudited balance sheets as of the Borrower, complete copies end of each applicable Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year on a consolidated financial reports basis for Borrower; (b) within 120 days after the last day of the Borrower and its Subsidiaries (together with a Compliance Certificate)each Fiscal Year, all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries sheets as of the end of such year Fiscal Year and the related statements of income, cash flows and stockholders’ equity for such Fiscal Year, on a consolidated basis for Borrower, which consolidated statements of income and sources and uses of funds for such year, which shall be audited reports and certified (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception, qualification or explanatory paragraph with respect to or resulting from (i) an upcoming maturity date under the Loan Agreement occurring within one year from the time such statements are delivered or (ii) any inability to comply with any financial maintenance covenant under the Loan Agreement), by a firm of independent certified public accountants of recognized standing reasonably selected by Borrower, as prepared by an Acceptable Accounting Firmin accordance with GAAP and fairly presenting the financial position and results of operations for such period, subject to normal year-end adjustments and the absence of footnotes; (bc) as soon as available but not less than forty-five at the request of ▇▇▇▇▇▇▇, within 90 days following the end of each Fiscal Year, consolidated financial projections in reasonable detail for Borrower and its Subsidiaries for the next succeeding Fiscal Year; and (45d) within 45 days after the end of each of the first three quarters of Fiscal Quarter (except 90 days with respect to each fiscal year of the BorrowerFiscal Quarter ending on December 31), a quarterly interim consolidated balance sheet of Compliance Certificate executed by a Senior Officer with respect to the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)financial maintenance covenants set forth in this Agreement. Any notice, all in reasonable detailfinancial statement, unaudited, but certified report or information required to be true and complete furnished pursuant to any clause of this Section 8.3 or Section 8.4 may be furnished by posting the chief contents of such notice, or such financial officer of the Borrower; (c) within ten (10) days of the filing thereofstatement, copies of all report or other information, in a report, notice, proxy statement, registration statements and reports statement, prospectus, release or other statement on Forms 10-K▇▇▇▇▇, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with any successor website maintained by the Securities and Exchange Commission or Borrower’s website, and any similar governmental authority; (d) promptly upon such notice, financial statement, report or other information shall be deemed furnished on the mailing thereof to the Trustee, copies date Borrower notifies Lenders of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;posting.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a1) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Premier Bancshares and its consolidated Subsidiaries as of the end of such year at December 31, 1997 and the related consolidated statements of income income, retained earnings and sources cash flows for the fiscal year then ended, including in each case the related schedules and uses notes, reported on by Ernst & Young LLP, copies of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of have been previously delivered to each of the first three quarters Lenders, are complete and correct and fairly present the consolidated financial condition of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Premier Bancshares and its consolidated Subsidiaries as at the date thereof and the consolidated results of operations and cash flows for such period, in accordance with GAAP applied on a consistent basis. (2) The unaudited balance sheets of Premier Lending and Premier Bank as at December 31, 1997, and the related consolidated profit unaudited statements of income, retained earnings and loss statements and sources and uses of funds (together with a Compliance Certificate)cash flows for the fiscal year then ended, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of each such corporation, true copies of which have been previously delivered to each of the Borrower;Lenders, are complete and correct and fairly present the financial condition of Premier Lending or Premier Bank, as applicable, as at the date thereof and the results of operations and cash flows for such period in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 5.4 (except to the extent that such unaudited financial statements have been prepared on a combined basis rather than a consolidated basis). (c3) within ten Neither Borrower has any material liability of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and no condition, situation or set of circumstances exists that could be reasonably expected to result in such a liability, in each case that is not reflected in the balance sheet referred to in Section 5.4(a) or will not be reflected in the most recent balance sheet delivered to Agent and Lenders pursuant to Section 6.1(a)(i) or (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;ii). (d4) promptly upon Since December 31, 1997, no material adverse change has occurred in the mailing thereof to the Trusteebusiness, copies financial condition or results of all financial statementsoperations of Premier Bancshares and its Subsidiaries, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business taken as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower DFC and its consolidated Subsidiaries as of the end of such year at December 31, 1997 and the related consolidated statements of income income, retained earnings and sources cash flows for the fiscal year then ended, including in each case the related schedules and uses notes, reported on by Price Waterhouse, true copies of funds which have been previously delivered to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of DFC and its consolidated Subsidiaries as at the date thereof and the consolidated results of operations and cash flows for such yearperiod, which shall be audited reports prepared by an Acceptable Accounting Firm;in accordance with GAAP applied on a consistent basis. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated and consolidating balance sheet of the each Borrower and its consolidated Subsidiaries as at June 30, 1997, and the related consolidated profit unaudited combined statements of income, retained earnings and loss statements and sources and uses of funds (together with a Compliance Certificate)cash flows for the six months then ended, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of DFC, true copies of which have been previously delivered to each of the Borrower;Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of DFC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such period in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.4, subject to normal year-end audit adjustments. (c) within ten Except for Indebtedness created by this Agreement, neither Borrower has any material liability of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and no condition, situation or set of circumstances exists that could be reasonably expected to result in such a liability, in each case that is not reflected in the financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and the Lenders pursuant to Section 5.1(a)(i) or (10ii) days (other than liabilities permitted hereunder and incurred after the date of the filing thereof, copies of all registration such most recent financial statements and reports on Forms 10-K, 10-Q to be reflected in the next financial statements to be delivered to the Agent and 8-K the Lenders pursuant to Section 5.1 (a)(i) or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;(ii)). (d) promptly upon Since December 31, 1997, no material adverse change has occurred in the mailing thereof to the Trusteebusiness, copies financial condition or results of all financial statementsoperations of DFC and its Subsidiaries, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business taken as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, Shareholder has previously furnished Parent with true and complete copies of the consolidated financial reports audited balance sheets of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such year December 31, 1996 and December 31, 1995, and the related consolidated audited statements of income income, retained earnings and sources and uses of funds cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters years in the period ended December 31, 1996 audited by Dannall, Sike▇ & ▇red▇▇▇▇, the independent accountants of the Company, together with the unqualified audit report of such accountants with respect to such financial statements. Such financial statements have been prepared in conformity with GAAP consistently applied and present fairly and accurately the financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the respective periods then ended. Shareholder has also previously furnished the Parent with a correct and complete copy of the unaudited monthly balance sheets of the Company as of the last day of each fiscal year month from January through June 1997, and the related monthly unaudited statement of income, retained earnings and cash flows of the Borrower, a quarterly interim consolidated balance sheet Company with respect to each month from January through June 1997 certified by the chief executive officer and the chief accounting officer of the Borrower Company (including such certificates, the "Unaudited Monthly Financial Statements"). Such financial statements have been prepared in conformity with GAAP consistently applied and present fairly and accurately the financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the subject periods, except for normal recurring year-end adjustments. The Company and its Subsidiaries do not have any liabilities or obligations of a type which should be included in or reflected as such in financial statements prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated, or unliquidated, or otherwise, except as and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all extent disclosed or reflected in such financial statements. Collectively, reports, notices and other communications provided thereto; and (ethe financial statements described in this Section 3.2(g) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as are the Administrative Agent may from time to time reasonably request;"Company Financial Statements."

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) Attached hereto as soon as available but not later than ninety (90Schedule 4.1(D)(i) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least is the consolidated balance sheet of the Borrower and Seller together with its Subsidiaries subsidiaries (which include the Acquired Companies) as of June 29, 1997 (the end of such year "Audited Balance Sheet") and the related consolidated statements of income operations, stockholders' equity and sources and uses cash flows for the fiscal year then ended (including any footnotes thereto) (collectively the "June 1997 Audited Financials"), all of funds for such yearwhich (a) have been audited by Deloitte & Touche LLP (the "Seller's Accountants"), which shall be audited whose unqualified reports prepared by an Acceptable Accounting Firm; thereon are included within Schedule 4.1(D)(i), (b) have been prepared in accordance with GAAP, consistently applied throughout the period involved and for prior periods, and (c) present fairly, in all material respects, the financial position of the Seller, on a consolidated basis with its subsidiaries (which include the Acquired Companies), at the dates indicated in such financial statements and the results of the Seller's operations, on a consolidated basis with its subsidiaries (which include the Acquired Companies), for the periods stated therein. Also attached hereto as soon as available but not less than forty-five (45Schedule 4.1(D)(i) days after is the end consolidated and consolidating balance sheet and statement of operations of each of ARVI, the first three quarters Company and the former Canadian "Fuddruckers" operations as of each June 29, 1997 and for the fiscal year then ended, which (a) have been prepared in accordance with GAAP, consistently applied throughout the period involved and for prior periods, and (b) are true and complete in all material respects, present all of the Borrowerfinancial information (including without limitation Liabilities) required to be listed on a balance sheet and statement of operations for each of ARVI, a quarterly interim the Company and the former Canadian "Fuddruckers" operations in accordance with GAAP, and fairly reflect profits and losses, except that no allocation for general corporate overhead provided by the Seller to the Acquired Companies is reflected thereon. (ii) Attached hereto as Schedule 4.1(D)(ii) is the unaudited consolidated balance sheet of the Borrower Seller together with its subsidiaries (which include the Acquired Companies) as of March 29, 1998 (the "March Balance Sheet", and its Subsidiaries together with the Audited Balance Sheet, collectively the "Financial Statements"), and the related consolidated profit statements of operations, stockholders' equity and loss statements and sources and uses of funds (together with a Compliance Certificate)cash flows for the nine months then ended, all of which (a) have been prepared in reasonable detailaccordance with GAAP, unauditedconsistently applied throughout the periods involved and for prior periods, but certified to be true and complete by include all adjustments, consisting of normal recurring adjustments necessary for the chief fair presentation of financial officer position and results of operations (none of which are material) in accordance with the Borrower; (c) within ten (10) days requirements of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Commission's rules applicable to quarterly reporting, and (b) present fairly, in all material respects, the financial position of the Seller, on a consolidated basis with its subsidiaries (which include the Acquired Companies), at March 29, 1998, and the results of the Seller's operations, on a consolidated basis with its subsidiaries (which include the Acquired Companies) for the nine-month period then ended. Also attached hereto as Schedule 4.1(D)(ii) is the consolidated and consolidating schedule of balance sheet and statement of operations of each of ARVI, the Company and the former Canadian "Fuddruckers" operations as of March 29, 1998 and for the nine months then ended, which (a) have been prepared in accordance with GAAP, consistently applied throughout the periods involved and for prior periods, and include all adjustments, consisting of normal recurring adjustments necessary for the fair presentation of financial position and results of operations (none of which are material) in accordance with the requirements of the Securities and Exchange Commission's rules applicable to quarterly reporting, and (b) are true and complete in all material respects, present all of the financial information (including without limitation Liabilities) required to be listed on a balance sheet and statement of operations for each of ARVI, the Company and the former Canadian "Fuddruckers" operations in accordance with GAAP, and fairly reflect profits and losses, except that no allocation for general corporate overhead provided by the Seller to the Acquired Companies is reflected thereon. (diii) promptly upon When delivered in accordance with Section 6.12, the mailing thereof to June Financials shall be attached hereto as Schedule 4.1(D)(iii) and will be comprised of (as provided in Section 6.12) a complete set of financial statements for the TrusteeAcquired Companies as of June 28, copies 1998 on a stand-alone basis, which financial statements shall include the June 1997 Balance Sheet and a balance sheet as of June 28, 1998 (prepared on a consistent basis using the same accounting principles, assumptions and methodologies applied in the preparation of the June 1997 Audited Financials), a statement of operations for the fiscal year ended June 28, 1998, and the related statements of stockholders' equity and cash flows for the fiscal year then ended (including any footnotes thereto), all of which will (a) have been audited by the Seller's Accountants, whose unqualified reports thereon will be included within Schedule 4.1(D)(iii), (b) have been prepared in accordance with GAAP, consistently applied throughout the period involved and for prior periods, (c) present fairly, in all material respects, the financial position of the Acquired Companies, on a consolidated basis, at the dates indicated in such financial statements, reportsand the results of the Acquired Companies' operations, notices on a consolidated basis, for the periods stated therein. The statement of operations included in the June Financials will have separately identified: (i) an allocation of the corporate overhead for the Acquired Companies on a stand-alone basis, (ii) an allocation of district overhead for the Acquired Companies, (iii) the 1998 Store EBITDA, if less than zero, and other communications provided thereto; and any write-offs or write-downs attributable (ewithout double counting) such other statements to (includingA) any "Fuddruckers" locations which were closed during the fiscal year ended June 28, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request1998;

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2018 and the related consolidated statements of income income, cash flows, capitalization and sources retained earnings for the fiscal year then ended, reported on by Deloitte & Touche, copies of which have been delivered to each of the Lenders by using the Platform or otherwise made available, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2019 and the related unaudited consolidated profit statements of income and loss statements and sources and uses cash flows for the three months then ended, copies of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which have been delivered to be true and complete by the chief financial officer each of the Borrower;Lenders by using the Platform or otherwise made available, fairly present in all material respects, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such three-month period (subject to normal year-end adjustments and the absence of footnotes). (c) within ten (10) days Since December 31, 2018, there has been no material adverse change in the business, financial position or results of operations of the filing thereofBorrower and its Consolidated Subsidiaries, copies of all registration statements and reports on Forms 10-Kconsidered as a whole, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof except as publicly disclosed prior to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Effective Date.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety SunSource has delivered to the Partnership (90i) days after the end Year-End Balance Sheet and the audited, combined, carve-out balance sheets of each fiscal year Kar Products and A&H Bolt at December 31, 1998 and December 31, 1997, and (ii) the audited, combined, carve-out statements of income, changes in invested capital and stockholders' deficit and cash flows of Kar Products and A&H Bolt for the Borroweryears ended December 31, complete copies 1999, 1998 and 1997 (collectively, the "Financial Statements"). Such Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, and fairly present the financial condition, Liabilities, results of the consolidated financial reports operations and cash flows of the Borrower Kar Products and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries A&H Bolt as of the end dates thereof and for the periods referred to therein and are consistent with the books and records of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;SunSource Entities. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the BorrowerSunSource has filed all required reports, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss schedules, forms, statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified other documents required to be true and complete filed by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed it with the Securities and Exchange Commission with respect to periods commencing on or any similar governmental authority; after January 1, 1998 (d) promptly upon collectively, including all exhibits thereto, the mailing thereof "SEC Reports"). None of the SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the Trusteedate of this Agreement or of the Closing Date, copies then on the date of such filing), contained any untrue statement of a material facts or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of SunSource and its subsidiaries as of the respective dates and for the respective periods set forth therein, all in conformity with GAAP, applied on a consistent basis throughout the periods covered thereby, and subject, in the case of unaudited interim financial statements, reportsto the absence of complete notes and normal year-end adjustments. All of the SEC Reports, notices as of their respective dates (and other communications provided as of the date of any amendment thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists complied as to form in all material respects with the applicable requirements of assets the Securities Act of 1933, as amended, and accountsthe Exchange Act and the rules and regulations promulgated, budgetsrespectively, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;thereunder.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after The Issuer has furnished to the end of each fiscal year Purchaser the audited consolidated financial statements of the BorrowerIssuer dated as of December 31, complete copies of 1998 and for the year then ended, and the unaudited consolidated financial reports statements for the fiscal quarter ended March 31, 1999 (collectively, the "FINANCIALS"). The Financials have been prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and are complete and correct in all material respects. The Financials fairly represent the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the Issuer's consolidated balance sheet of the Borrower and its Subsidiaries financial position as of the end dates of such year the balance sheets included in the Financials and its consolidated results of operations for the related consolidated statements of income and sources and uses of funds for such year, periods indicated therein. There are no omissions from the Financials or any other facts or circumstances not reflected in the Financials which shall are or may be audited reports prepared by an Acceptable Accounting Firm;material according to GAAP. (b) Except as soon and to the extent expressly set forth in the Financials, or the notes, schedules or exhibits thereto, or as available but not less than forty-five (45) days after disclosed in the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete documents filed by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed Issuer with the Securities and Exchange Commission or any similar governmental authority; Commission, (di) promptly upon as of March 31, 1999 (the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses"BALANCE SHEET DATE"), lists neither the Issuer nor its Subsidiaries had any material liabilities or obligations (whether absolute, contingent, accrued or otherwise) that would be required to be included on a balance sheet or in the notes, schedules or exhibits thereto prepared in accordance with GAAP, (ii) since the Balance Sheet Date, the Issuer and its Subsidiaries have not incurred any such material liabilities or obligations other than in the normal course of assets business and accounts(iii) since December 31, budgets1998, forecasts, reports and other financial information with respect no event has occurred that has resulted in or is reasonably likely to its business as the Administrative Agent may from time to time reasonably request;result in a Material Adverse Effect.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of the end of such year December 31, 1998 and the related consolidated statements of income operations, stockholders' equity and sources cash flows for the Fiscal Year then ended, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP and uses in all material respects, the consolidated financial position of funds the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of January 31, 2000 and the related unaudited consolidated profit statements of operations and loss statements and sources and uses cash flows for the 12 months then ended, copies of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which have been delivered to be true and complete by the chief financial officer each of the Borrower;Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 6.4(a) and in all material respects, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the applicable number of months then ended (subject to normal year-end adjustments and the absence of footnotes). (c) within ten (10) days The pro forma balance sheet of the filing thereofCompany and its Consolidated Subsidiaries as of January 31, 2000, copies of all registration which have been delivered to each of the Lenders, fairly presents, in conformity with GAAP applied on a basis consistent with the financial statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalentsreferred to in Section 6.4(a) and in all material respects, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date (subject to normal year-end adjustments and the absence of footnotes), adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Acquisition Documents and the other Operative Documents, (ii) the making of the Loans, (iii) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Financing Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, no Loan Party had and has any material filings liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;are not properly reflected on such balance sheet. (d) promptly upon The information contained in the mailing thereof to most recently delivered Borrowing Base Certificate is complete and correct (excepting only immaterial omissions and deviations, as determined by the Trustee, copies of all financial statements, reports, notices Lenders in their sole good faith judgment) and other communications the amounts shown therein as "Eligible Government Receivables," "Eligible Commercial Receivables" and "Eligible Unbilled Receivables" have been determined as provided thereto; andin the Financing Documents. (e) such other statements Since December 31, 1998, there has been no material adverse change in the business, operations, properties or financial condition of Holdings and its Consolidated Subsidiaries, taken as a whole. (including, without limitation, monthly consolidated statements of operating revenues f) Holdings was formed to effect the Acquisition (and expensespreviously consummated stock acquisitions), lists of and except in connection therewith (and as contemplated' by this Agreement) has no material assets or liabilities and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;conducts no operations.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders18.01 The Borrower shall: (ai) as soon as available the same become available, but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) any event within 90 days after the end of each of its financial years, deliver to the first three quarters Agent in sufficient copies for the Banks the audited consolidated financial statements of the Group for such financial year together with (a) a statement by the Borrower reconciling such financial statements with the relevant projections specified in Clause 18.01(iii), (b) a copy of the audited financial statements of each fiscal member of the Group for its most recently ended financial year, and (c) a compliance certificate by the finance director of the Borrower certifying whether the financial covenants in Clause 20 for that financial year have been complied with, supported by reasonably detailed calculations; (ii) as soon as the same become available, but in any event within 28 days after the end of each Monthly Accounting Period, deliver to the Agent in sufficient copies for the Banks the Monthly Management Accounts of the Group for such period together with (a) a statement reconciling such accounts with the relevant projections specified in Clause 18.01(iii) and reporting on the activities and performance of the Group during such period, (b) a copy of the unaudited financial statements of such members of the Group for its most recently ended Monthly Accounting Period and (c) (with effect from the date falling 90 days after the date hereof) a commentary from the chief executive or finance director of the Group; (iii) not later than 21 days prior to the beginning of each of its financial years, deliver to the Agent in sufficient copies for the Banks the Group's projected consolidated balance sheet, projected consolidated cash flow statement, projected consolidated profit and loss account and capital expenditure budget, in each case on a monthly and quarterly basis for the forthcoming financial year; (iv) not later than 28 days after the end of each Quarterly Accounting Period deliver to the Agent a certificate signed by two directors of the Borrower (a) confirming that no Event of Default has occurred or if an Event of Default has occurred the steps which are being taken to remedy it and (b) setting out in reasonable detail computations establishing compliance with Clause 20; (v) promptly on their dispatch to addressees, deliver to the Agent copies of all notices, reports and other documents dispatched by any member of the Group to its shareholders generally or any class thereof; (vi) within 14 days of any director or secretary of the Borrower becoming aware of the same, notify the Agent in writing of details of any litigation, arbitration or any other proceedings before any court, tribunal or administrative body which affects any member of the Group and which involves liability, actual or potential, in excess of £250,000 either individually or when aggregated with associated or connected cases in respect of the same subject matter or grounds of claim; (vii) promptly on receipt by the Borrower, deliver to the Agent a quarterly interim consolidated copy of any management letter provided by the auditors of the Group to the board of directors of any member of the Group in connection with the annual audit of the Group; (viii) within 14 days of being notified of the same (by whatever means) notify the Agent in writing of details of all transfers of any shares in any member of the Group (other than the Borrower); (ix) within 14 days of being notified of the same (by whatever means) notify the Agent in writing of the renewal (or lapse) of any of the licences held from time to time by any member of the Group in relation to any Gaming Legislation other than those the lapse of which would have no material effect on the business of the Group; (x) promptly on becoming aware of the same, notify to the Agent any circumstances which have given rise to a material and adverse change in the financial condition or prospects of the Group from time to time and which are not otherwise disclosed to the Agent in terms of this Agreement; and (xi) from time to time on request of the Agent, furnish the Agent with such information about the business and financial condition of the Group as the Agent may reasonably require. 18.02 The Borrower shall ensure that: (i) each set of its financial statements delivered pursuant to Clause 18.01(i) is prepared on the same basis as was used in the preparation of the Accounts or with such changes as the Agent may agree and in the case of those delivered pursuant to Clauses 18.01(i) and 18.01(ii) in accordance with UK GAAP consistently applied; (ii) each set of financial statements delivered by it pursuant to Clauses 18.01(i) and 18.01(ii) shall comprise a profit and loss account and cash flow statement for the relevant period, a balance sheet as at the end of the relevant period and shall be in a format approved by the Agent (acting reasonably); (iii) each set of financial statements delivered by it pursuant to Clause 18.01(i) is approved by its board of directors; (iv) the Monthly Management Accounts delivered by the Borrower pursuant to Clause 18.01(ii) are approved by the board of directors of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together certified by a duly authorised officer thereof as having been prepared with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrowercare; (cv) within ten (10the capital expenditure budget delivered by it pursuant to sub-Clause 18.01(iii) days gives particulars of each purchase, hire or leasing arrangements or item of capital expenditure with a value of £100,000 or more and is approved by the Agent in writing prior to the commencement of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all relevant financial statements, reports, notices and other communications provided theretoyear; and (evi) such other the financial statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect delivered by it pursuant to Clause 18.01(i) have been audited by its business as the Administrative Agent may auditors from time to time reasonably request;time.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year The audited consolidated financial statements of the BorrowerCompany and its Subsidiaries at January 31, complete 1997 and the unaudited consolidated financial statements of the Company and its Subsidiaries as at April 30, 1997, copies of which have been delivered to each Bank, have been prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial reports condition of the Borrower Company and its Subsidiaries taken as a whole as at such date and the results of their operations for the periods then ended. (together b) To the best of the Company's knowledge, the audited consolidated financial statements of ▇▇▇▇▇▇▇ and its Subsidiaries as at June 30, 1996 and the unaudited consolidated financial statements of ▇▇▇▇▇▇▇ and its Subsidiaries as at March 31, 1997, copies of which have been delivered to each Bank, have been prepared in accordance with a Compliance Certificate)generally accepted accounting principles applicable in Australia (subject, all in reasonable detailthe case of such unaudited statements, which shall include at least to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated balance sheet financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole as at such dates and the results of their operations for the periods then ended. (c) The unaudited pro forma consolidated statements of income of the Borrower Company and its Subsidiaries as of January 31, 1997 and April 30, 1997, copies of which have been delivered to each Bank, have been prepared in conformity with GAAP and present fairly (to the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each best of the first three quarters of each fiscal year Company's knowledge to the extent such statements relate to ▇▇▇▇▇▇▇ and its Subsidiaries) the pro forma financial condition of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with as at such dates as if ▇▇▇▇▇▇▇ had been a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer Subsidiary of the Borrower; (c) within ten (10) days of Company for the filing thereof, copies of all registration statements and reports periods ending on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;dates.

Financial Information. At the expense of the BorrowerThe Charterer will furnish, deliver or cause to be furnished, to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the LendersOwner and each Investor: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) within 45 days after the end of each of the first three fiscal quarters during each fiscal year of R&B Falcon, a consolidated balance sheet of R&B Falcon and its consolidated Subsidiaries as of the close of each such fiscal quarter, together with a consolidated income statement and consolidated statement of cash flows of R&B Falcon and such Subsidiaries for such fiscal quarter, in each case setting forth in comparative form the corresponding consolidated figures for the same period of the next preceding fiscal year, all in reasonable detail and certified by the Chief Financial Officer or Principal Accounting Officer of R&B Falcon as being true, complete and correct and as fairly presenting the financial condition and the results of operations of the respective corporations covered thereby, subject to year-end adjustments; (b) within 90 days after the close of each fiscal year of the BorrowerR&B Falcon, a quarterly interim (i) audited consolidated balance sheet sheets of R&B Falcon and its consolidated Subsidiaries as of the Borrower and its Subsidiaries and the related close of such fiscal year, together with consolidated profit and loss statements and sources consolidated statements of cash flows of R&B Falcon and uses such Subsidiaries for such fiscal year, certified as being true, complete and correct by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or independent public accountants of funds comparable national standing and reputation as fairly presenting the consolidated financial position, results of operations and cash flow of R&B Falcon and such Subsidiaries as of the end of such fiscal year and the consolidated results of their operations for such fiscal year, and as fairly presenting in all material respects in conformity with generally accepted accounting principles applied on a basis consistent with prior fiscal years with such adjustments or changes as to which such independent public accountants concur; and (together with a Compliance Certificate), all in reasonable detail, unauditedii) an update of the Contract Data Sheet previously submitted to the Investors (including, but certified to be true not limited to, rig and contract status and updated annual budget) true, complete by and correct and fairly presenting the chief financial officer information contained therein as of the Borrowerdate and of its submission to the Owner and the Investors); (c) within ten (10) 30 days of after the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed thereof with the Securities and Exchange Commission Commission, a copy of each report, form or prospectus filed by R&B Falcon or any of its Subsidiaries with the Securities and Exchange Commission, within three days of the issuance of any press release or similar governmental authority;materials issued by R&B Falcon or any of its Subsidiaries; and (d) promptly upon the mailing thereof such other financial or other information relating to the Trustee, copies affairs of all financial statements, reports, notices R&B Falcon and other communications provided thereto; and (e) such other statements (including, without limitation, monthly its consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business Subsidiaries as the Administrative Agent Owner or any Investor may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Predecessor and its Consolidated Subsidiaries as of the end of such year December 31, 1996 and the related consolidated statements of income and sources cash flows for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, copies of which have been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Predecessor and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) The unaudited consolidated balance sheet of the Predecessor and its Consolidated Subsidiaries as soon as available but not less than forty-five (45) days after of March 31, 1997 and the end related unaudited consolidated statements of income and cash flows for the three months then ended, copies of which have been delivered to each of the first three quarters Banks, fairly present in all material respects, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year this Section, the consolidated financial position of the Borrower, a quarterly interim Predecessor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments). (c) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 1997 and the related unaudited consolidated profit statements of income for the year ended December 31, 1996 and loss statements and sources and uses the three months ended March 31, 1997, set forth in the Registration Statement, a copy of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which has been delivered to be true and complete by the chief financial officer each of the Borrower; Banks, have been prepared on the basis described therein and otherwise in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (ca) within ten (10) days of this Section and show the consolidated financial position and results of operations of the filing thereofBorrower as if the transactions contemplated by Section 3.01(d) had occurred, copies in the case of all registration the consolidated balance sheet, on March 31, 1997 and in the case of the consolidated statements and reports on Forms 10-Kof income, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;as of January 1, 1996. (d) promptly upon Since March 31, 1997 there has been no material adverse change in the mailing thereof to business, financial position or results of operations of the TrusteePredecessor, copies of all financial statementsthe Borrower and their respective Consolidated Subsidiaries, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of the end of such year January 2, 2005 and the related consolidated statements of income operations, stockholders’ equity (or comparable calculation, if such Person is not a corporation) and sources cash flows for the fiscal year then ended, reported on by Ernst & Young LLP, copies of which have been delivered to Agent, fairly present, in all material respects, in conformity with GAAP, the consolidated financial position of Holdings and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of October 30, 2005 and the related unaudited consolidated profit statements of operations and loss cash flows for the ten (10) months then ended, copies of which have been delivered to Agent, fairly present, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements and sources and uses of funds (together with a Compliance Certificatereferred to in Section 3.5(a), all in reasonable detail, unaudited, but certified the consolidated financial position of Holdings and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the ten (10) months then ended (subject to be true normal year-end adjustments and complete by the chief financial officer absence of the Borrower;footnote disclosures). (c) within ten The pro forma balance sheet of Holdings and its Consolidated Subsidiaries as of October 30, 2005, a copy of which has been delivered to Agent, fairly presents, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated financial position of Holdings and its Consolidated Subsidiaries as of such date, adjusted to give effect (10as if such events had occurred on such date) days to (i) the transactions contemplated by the Operative Documents, (ii) the making of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Loans,

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) As promptly as soon as available but not later than ninety practicable following the date of this Agreement (90and in any event prior to the applicable Closing), the Acquired Companies shall deliver to Buyer (i) days after the end audited consolidated balance sheets of each fiscal Acquired Company as of December 31, 2021 and December 31, 2022 and the related audited consolidated statements of income, cash flows and shareholders’ equity of each Acquired Company for the year then ended (the financial statements described in this clause, the “Closing Financial Statements”), and (ii) any other audited or unaudited consolidated balance sheets and the related unaudited consolidated statements of operations and comprehensive loss, and stockholders’ deficit and cash flows of the Borrower, complete copies Acquired Companies and their respective Subsidiaries as of the consolidated financial reports of the Borrower and its Subsidiaries (together with for a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, that as of such year date is required to be included in any filing by Buyer with the SEC (the “Additional Financial Statements”). The Acquired Companies shall cause the Closing Financial Statements and any Additional Financial Statements (A) to be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the related consolidated statements absence of income and sources and uses notes thereto), (B) in the case of funds for such yearany audited financial statements, which shall to be audited reports prepared by an Acceptable Accounting Firm;in accordance with the standards of the American Institute of Certified Public Accountants and to contain a report of each Acquired Company’s auditor and (C) to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) as soon as available but not less than forty-five (45) days after At no expense to the end of Sellers, each of the first three quarters Sellers and the Acquired Companies shall use its commercially reasonable efforts to, and to cause its representatives, accountants and auditors to: (i) assist Buyer in causing to be prepared in a timely manner any other financial information or statements of each fiscal year or relating to the Acquired Companies or their respective Subsidiaries included in any Current Report on Form 8-K to be filed by Buyer with the SEC relating to the consummation of the Borrower, a quarterly interim consolidated balance sheet Transactions and any other filings to be made by Buyer with the SEC in connection with the consummation of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)Transactions, all in reasonable detail, unauditedincluding, but certified to be true not limited to, (a) summary and complete by the chief selected financial officer data of the Borrower; Acquired Companies and their respective Subsidiaries, (b) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC and (c) within ten customary pro forma financial statements and information; and (10ii) days to obtain the consents of the filing thereof, copies auditors of all registration statements and reports on Forms 10-K, 10-Q and 8-K (the Acquired Companies or their equivalents) and other material filings which respective Subsidiaries as may be required by applicable Law or required or requested by the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;SEC.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end All balance sheets, all statements of operations, shareholders’ equity and cash flow and all other financial information of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly, in all material respects, the consolidated financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. (together b) The consolidated balance sheets of the Borrower for its Fiscal Year and three-month period ended December 31, 2006 and March 31, 2007, respectively, and the related consolidated statements of income and cash flows and, in the case of the 2006 Fiscal Year, changes in shareholders’ equity of the Borrower for its Fiscal Year and, except for changes in shareholder’s equity, three month period ended on such dates, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Borrower at the date of said financial statements and the consolidated results of operations for the periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the three-month interim financial statements, to normal year-end audit adjustments (all of which are of a Compliance Certificate)recurring nature and none of which, all individually or in reasonable detailthe aggregate, which shall include at least would be material) and the absence of full footnotes. (c) The pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2007 (after giving effect to the end of such year Transaction and the related consolidated statements financing therefor), a copy of income and sources and uses of funds for such yearwhich has been furnished to the Lenders prior to the Effective Date, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each presents a good faith estimate of the first three quarters of each fiscal year of the Borrower, a quarterly interim pro forma consolidated balance sheet financial position of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses as of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;date.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) The Company has attached to Section 4.06(a) of the Disclosure Schedule the following financial statements (collectively, the “Financial Statements”): (i) the balance sheet, and the related statement of operations, changes in members’ capital and cash flows, of Medfusion as soon as available but not later than ninety of and for the fiscal year ended December 31, 2009 together with the notes thereto, audited by Pearce, Bevill, Leesburg, ▇▇▇▇▇, P.C. (90the “Audited Financial Statements”); (ii) days after the end unaudited balance sheets and the related statements of operations of each of Bayou State and Medtown South as of and for the fiscal year ended December 31, 2009; and (iii) the unaudited consolidated balance sheet (the “Interim Balance Sheet”), and the related unaudited consolidated statement of operations of Medfusion, Bayou State and Medtown South, each as of and for the Borrowerten months ended October 31, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries 2010 (together with a Compliance Certificatethe financial statements referred to in clause (ii) above, the “Unaudited Financial Statements”). The Financial Statements are consistent with the Business Records, are correct and complete in all material respects and present fairly in all material respects the financial position of the Companies as of the respective dates thereof and the results of the operations and cash flows for the periods covered thereby, all in reasonable detailconformity with GAAP; provided, which shall however, that the Unaudited Financial Statements do not include at least the consolidated balance sheet statements of changes in members’ capital accounts or cash flows, do not contain any of the Borrower and its Subsidiaries as of the end of such year footnotes required by GAAP and the related consolidated statements of income and sources and uses of funds for such information therein is subject to year, which shall be audited reports prepared by an Acceptable Accounting Firm;-end adjustments consistent with past practice. (b) as soon as available but not less than forty-five (45Section 4.06(b) days after the end of each of the first three quarters of each fiscal year Disclosure Schedule contains an accurate and complete list of the Borrower, a quarterly interim consolidated balance sheet Liabilities of the Borrower and its Subsidiaries Companies and the related consolidated profit Subsidiaries reflected on the Interim Balance Sheet, including (i) accounts payable, (ii) accrued expenses and loss statements reserves, itemized by category, (iii) deferred revenues, identified by category, and sources (iv) other current and uses of funds (together with a Compliance Certificate), all long-term liabilities. Except as set forth in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer Section 4.06(b) of the Borrower; (c) within ten (10) days Disclosure Schedule, there are no material Liabilities of the filing thereofCompanies or the Subsidiaries, copies except for Liabilities reflected, reserved for or disclosed in the Interim Balance Sheet and Liabilities incurred since October 31, 2010 in the ordinary course of all registration statements business, consistent with past practice and reports on Forms 10-K, 10-Q and 8-K (not in breach or their equivalents) and other material filings which violation of any of the Borrower shall have filed with the Securities and Exchange Commission representations or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies warranties of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Section 4.07.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2006 and the related consolidated statements of income consolidated income, consolidated cash flows and sources consolidated shareholders' equity for the fiscal year then ended, reported on by KPMG LLP and uses set forth in the Borrower's 2006 Annual Report to Shareholders, a copy of funds which has been delivered to the Agent (for posting on Intralinks for the Banks or otherwise), fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2007 and the related unaudited condensed statements of consolidated profit income and loss statements and sources and uses of funds (together with a Compliance Certificate)consolidated cash flows for the three months then ended, all set forth in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of 's quarterly report for the filing thereoffiscal quarter ended June 30, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have 2007 as filed with the Securities and Exchange Commission or any similar governmental authority;on Form 10-Q, a copy of which has been delivered to the Agent, fairly present, on a basis consistent with the financial statements referred to in subsection (a) of this Section (except as otherwise disclosed therein), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end adjustments and the absence of footnotes). (dc) promptly upon As of the mailing thereof to Closing Date, there has been no material adverse change since December 31, 2006 in the Trusteebusiness, copies financial position or results of all financial statementsoperations of the Borrower and its Consolidated Subsidiaries, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Schedule 3.13(a) to the Company Disclosure Letter contains (i) the audited combined statement of net assets of the Business to be sold (“Statement of Net Assets”) as soon as available but not later than ninety of May 1, 2005 (90the “May 1, 2005 Statement of Net Assets"), the audited combined statement of net sales, cost of goods sold and direct operating expenses of the Business (“Statement of Net Sales") days after for the end of each fiscal year ended May 1, 2005 and the unaudited Statement of Net Sales for the fiscal year ended May 2, 2004 (the “2004 and 2005 Statement of Net Sales"), and (ii) the unaudited Statement of Net Assets as of October 30, 2005 and related unaudited Statement of Net Sales for the six (6) month period ended October 30, 2005 (collectively, the foregoing financial statements are referred to as the “Financial Statements”). The Financial Statements (i) fairly present, in all material respects, the combined net assets to be sold and the related combined net sales, cost of goods sold and direct operating expenses of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Business as of the end respective dates thereof, and (ii) have been derived from the general ledger and other financial records of such year Company which have been maintained in a manner consistent with the Company’s internal controls over financial reporting. The financial information reflected in the Financial Statements is included in the Company’s consolidated financial statements which have been prepared in accordance with GAAP. (b) Schedule 3.13(b) to the Company Disclosure Letter contains the audited balance sheets of the Business as of May 1, 2005 and May 2, 2004, and the related consolidated combined statements of income and sources cash flows of the Business for the fiscal years then ended (the “2004 and uses of funds for such year2005 S-X Business Financials"), which shall be audited reports have been prepared by an Acceptable Accounting Firm; in accordance with Regulation S-X (b“Regulation S-X”) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon “SEC”). The 2004 and 2005 S-X Business Financials have been derived from the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports general ledger and other financial records of Company which have been maintained in a manner consistent with the Company’s internal controls over financial reporting. The financial information reflected in the 2004 and 2005 S-X Business Financials is included in the Company’s consolidated financial statements which have been prepared in accordance with respect GAAP. (c) Schedule 3.13(c) to its business as the Administrative Agent may from time Company Disclosure Letter sets forth a reconciliation which reconciliation fairly presents in all material respects the adjustments necessary to time reasonably request;reconcile the May 1, 2005 Statement of Net Assets and the 2004 and 2005 Statement of Net Sales to the 2004 and 2005 S-X Business Financials.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The restated consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of the end each of such year December 31, 2000, December 31, 2001 and December 31, 2002 and the related consolidated statements of income and sources and uses of funds cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of then ended, reported on by KPMG and set forth in the Borrower, a quarterly interim Company's 2002 Form 10-K and (ii) the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30, 2003 and the related consolidated profit statements of income and loss cash flows for the portion of the Company's fiscal year ended at the end of such quarter and set forth on the Company's Form 10-Q, a copy of each of which has been made available to each of the Lenders, taken together, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such period specified therein, subject, in the case of the financial statements and sources and uses described in clause (ii) of funds (together with a Compliance Certificatethis Section 4.04(a), all in reasonable detailto changes resulting from audit and year-end adjustments and the absence of footnotes. (i) The restated consolidated balance sheet of Corp. as of each of December 31, unaudited2000, but certified December 31, 2001 and December 31, 2002 and the related consolidated statement of income and cash flows for each fiscal year then ended, reported on by KPMG and (ii) the consolidated balance sheet of Corp. as of September 30, 2003 and the related consolidated statements of income and cash flows for the portion of Corp.'s fiscal year then ended, a copy of each of which has been made available to be true and complete by the chief financial officer each of the Borrower;Lenders, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Corp. and its Consolidated Subsidiaries as of the date specified therein and their consolidated results of operations for the period specified therein, subject, in the case of the financial statements described in clause (ii) of this Section 4.04(b), to changes resulting from audit and year-end adjustments and the absence of footnotes. (c) within ten (10) days of the filing thereofExcept as set forth in Schedule 4.05, copies of all registration statements and reports on Forms 10-Ksince December 31, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee2002, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;there has been no Material Adverse Change.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety Schedule 5.7 contains true and correct copies of (90i) days after the end of each fiscal year audited consolidated balance sheets of the BorrowerHOB Entities on a consolidated basis as of June 27, complete copies 2004 and July 3, 2005 (the latter being the “Balance Sheet Date”) and the related audited consolidated statements of operations, common stockholders’ equity and cash flows for the consolidated financial reports of fiscal years then ended, including the Borrower and its Subsidiaries (notes thereto, together with a Compliance Certificate), all in reasonable detail, which shall include at least the report thereon of Ernst & Young LLP (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Borrower HOB Entities as of May 28, 2006 and its Subsidiaries the related unaudited consolidated statements of operations, common stockholders’ equity and cash flows for the eleven months then ended, including the notes thereto (the “Interim Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (i) present fairly in all material respects the consolidated financial condition, operations and cash flow (and changes in financial position, if any) of the HOB Entities as of the end dates thereof or for the periods covered thereby and (ii) have been prepared from the books and records of such year the HOB Entities and have been prepared in accordance with GAAP applied on a consistent basis during the related consolidated statements of income and sources and uses of funds for such year, which shall periods involved (provided that the Interim Financial Statements do not contain notes or other presentation items that may be audited reports prepared required by an Acceptable Accounting Firm;GAAP). (b) The HOB Entities maintain in all material respects accurate books and records reflecting their assets and liabilities in accordance with GAAP and maintain in all material respects proper and adequate internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as soon as available but not less than forty-five (45) days after the end necessary to permit preparation of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss their financial statements and sources to maintain accountability for their assets, (iii) access to their assets is permitted only in accordance with management’s authorization, (iv) accounts, notes and uses of funds other receivables and inventory are recorded properly, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis, in each case in all material respects and (together with a Compliance Certificate), v) liabilities are properly recorded when incurred in all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;material respects. (c) within ten (10) days To the Knowledge of the filing thereofCompanies, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission no HOB Entity or any similar governmental authority; (d) promptly upon the mailing thereof to the Trusteerepresentative of any HOB Entity has received any written complaint, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;allegation or claim alleging that any HOB Entity has engaged in questionable accounting or auditing practices.

Financial Information. At the expense of the Borrower, deliver The Companies have furnished to the Administrative Agent Purchaser Unicco's financial statements for the two years ended June 26, 1994 and June 25, 1995, certified by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ and for the ten-month period ended April 30, 1996, being unaudited and subject to year-end adjustments consisting of normal recurring items which will not be material in the aggregate. The financial statements of Unicco so delivered present fairly the financial position of Unicco as at the dates thereof and its results of operations for the periods covered thereby and have been prepared in accordance with generally accepted accounting principles consistently applied Since the date of said Unicco certified financial statements, (i) there has been no material adverse change in the business, assets or condition, financial or otherwise, operations or prospects, of Unicco; (ii) neither the business, condition, operations or prospects of Unicco nor any of its properties or assets has been materially adversely affected as a sufficient number result of copies for any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iii) Unicco has not entered into any material transaction or made any distribution by the Administrative Agent on its capital stock. The Companies have also furnished to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of Purchaser the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated consolidating balance sheet of the Borrower and its Subsidiaries Asset Sellers as of December 31, 1995 and the end consolidated and consolidating statements of income, changes in stockholders' equity and cash flow of such year and Asset Sellers for the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of then ended and related footnotes, reviewed by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ a separate due diligence report provided to the Borrower, a quarterly interim Purchaser. The Companies have also furnished to the Purchaser the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries Asset Sellers as of March 31, 1996 and the related consolidated profit and loss consolidating statements of income, changes in stockholders' equity and sources and uses cash flow of funds (together with a Compliance Certificate)such Asset Sellers for the fiscal quarter then ended, all in reasonable detail, unaudited, but certified to be true and complete by the chief principal financial officer of such Asset Sellers, but subject, however, to normal, recurring year-end adjustments that shall not in the Borrower; (c) within ten (10) days aggregate be material in amount. The Companies have also furnished to the Purchaser the unaudited pro forma consolidated and consolidating balance sheet of the filing thereofCompanies as at the date of the Closing and its related unaudited consolidated and consolidating statements of income, copies changes in stockholders' equity and cash flow for the period ending on the date of the Closing, prepared as if this Agreement and all registration of the transactions set forth in Section 2.03 had occurred as of the date of the Closing. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and reports on Forms 10-Kpresent fairly the financial position of each Company and the Asset Sellers as of such dates and the results of the operations of each Company and the Asset Sellers for such periods. There are no liabilities, 10-Q and 8-K (contingent or their equivalents) and other material filings which otherwise, not disclosed in any of the Borrower shall have filed foregoing financial statements or in the notes thereto that could, together with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (includingliabilities, without limitationmaterially adversely effect the financial condition of the Companies as a whole, monthly consolidated statements nor do the Companies have any reasonable grounds to know of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;any such liability.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated The combined balance sheet of the Borrower Company and its Subsidiaries as of the end of such year August 3, 1997 and the related consolidated combined statements of income earnings, of cash flows and sources of shareowners' equity for the Fiscal Year then ended, reported on by Price Waterhouse LLP and uses set forth in the Information Statement, fairly present, in conformity with generally accepted accounting principles, the combined financial position of funds the Vlasic Foods Businesses as of such date and their combined results of operations and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Fiscal Year. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated The unaudited combined balance sheet of the Borrower Company and its Subsidiaries as of November 2, 1997 and the related consolidated profit unaudited combined statements of earnings, of cash flows and loss statements and sources and uses of funds (together with shareowners' equity for the Fiscal Quarter then ended, a Compliance Certificate), all in reasonable detail, unaudited, but certified copy of which has been delivered to be true and complete by the chief financial officer each of the Borrower;Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the combined financial position of the Vlasic Foods Businesses as of such date and their combined results of operations and cash flows for such Fiscal Quarter (subject to normal year-end adjustments). (c) within ten (10) days The pro forma condensed combined balance sheet of the filing thereofCompany and its Subsidiaries as of November 2, copies 1997 and the pro forma condensed combined statements of earnings of the Company and its Subsidiaries for the Fiscal Year ended August 3, 1997 and the Fiscal Quarter ended November 2, 1997, all registration as set forth in the Information Statement, as supplemented by a Memorandum to Banks dated February 11, 1998 (collectively, the "Pro Forma Financial Statements") fairly present, on a basis consistent with the financial statements referred to in subsection (a) of this Section, the combined financial position of the Vlasic Foods Businesses as of November 2, 1997 and reports on Forms 10their combined results of operations for such Fiscal Year and Fiscal Quarter, in each case adjusted to give effect to (i) the Spin-KOff and the transactions contemplated thereby, 10-Q and 8-K (or their equivalentsii) the payment of legal, accounting and other material filings which fees related thereto and (iii) the Borrower shall have filed with assumption by the Securities Company of obligations of ▇▇▇▇▇▇▇▇ as provided in Section 2.09, all as if such events had occurred (x) in the case of such condensed combined balance sheet, on November 2, 1997 and Exchange Commission or any similar governmental authority;(y) in the case of such condensed combined statements of earnings, at the beginning of the Fiscal Year ended August 3, 1997. (d) promptly upon Excluding the mailing thereof to effects of the TrusteeSpin-Off as reflected in the Pro Forma Financial Statements, copies there has been no material adverse change in the business, financial position or results of all financial statementsoperations of the Vlasic Foods Businesses, reportsconsidered as a whole, notices and other communications provided thereto; and (e) such other statements (includingsince November 2, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;1997.

Financial Information. At CSFB, SSB and CUSA and, if applicable, the expense Lenders shall have received on or before the closing of the BorrowerNPA Transactions, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end financial statements of each fiscal year of the Borrower, complete copies Company and NPA (including notes thereto) consisting of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the i) audited consolidated balance sheet of the Borrower and its Subsidiaries Company as of the end of the fiscal-year period ended December 31, 2001 and a transaction adjusted unaudited balance sheet of NPA as of September 30, 2001 (including the assets to be acquired in the NPA Acquisition), and a balance sheet of Company pro forma for the NPA Acquisition as of December 31, 2001 (PROVIDED, it is understood, that such year pro forma balance sheet shall be based on the September 30, 2001 balance sheet for NPA with adjustments reasonably acceptable to CSFB, SSB and the related consolidated CUSA), (ii) audited statements of income operations and sources cash flows for Company and uses for NPA audited (or unaudited or estimated, as the case may be, to the extent audited statements are not available) for each period in the three fiscal-year period ended December 31, 2001 and a pro forma statement of funds operations for such year, the most recent fiscal year (which shall be audited reports prepared by based on an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after estimate for NPA annualizing from the end of each of the first three quarters of each fiscal year of the Borrowerstatement for September 30, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate2001), all (iii) consolidated and consolidating financial statements for each period in reasonable detailthe three fiscal-year period ending December 31, unaudited2001, but certified to and (iv) such other financial statements as may be true reasonably requested by CSFB, SSB and complete by the chief financial officer CUSA, including pro forma balance sheets and statements of the Borrower; operations for Company (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof giving effect to the TrusteeNPA Transactions), copies of and any supporting documents shall be reasonably satisfactory to CSFB, SSB and CUSA, and all such financial statements, reportshistorical or pro forma, notices delivered pursuant to this subsection 4.1.1M shall be in compliance with the requirements of Regulation S-X for a public offering registered under the Securities Act and other communications shall not be materially inconsistent with financial statements previously provided thereto; and (e) such other statements (includingto CSFB, without limitationSSB, monthly consolidated statements of operating revenues CUSA and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Lenders.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90Schedule 3.7(a) days after the end of each fiscal year of the Borrower, Sellers’ Disclosure Letter contains true and complete copies of (i) the unaudited balance sheet for the RFG Family Entities on a consolidated financial reports basis, dated March 31, 2011 and the related unaudited consolidated statements of income for the Borrower and its Subsidiaries 3 month period then ended (together with a Compliance Certificatethe “Interim Financial Statements”), all in reasonable detail, which shall include at least the and (ii) an audited consolidated balance sheet of the Borrower and its Subsidiaries RFG Family Entities as of the end of such year December 31, 2010, and December 31, 2009, and the related consolidated audited statements of income for each of the fiscal years then ended (the “Year-End Financial Statements” and, together with the Interim Financial Statements, collectively referred to herein as the “Financial Statements”). The Financial Statements: (w) were prepared in accordance with GAAP; (x) present fairly, in all material respects, the financial condition and sources results of operations of the RFG Family Entities as of the dates thereof or for the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal year-end adjustments, which, if made as of the date hereof, would not be material, individually or in the aggregate, and uses the absence of funds footnotes); and (y) include all adjustments that are necessary for such a fair presentation of the financial condition of the RFG Family Entities and the results of the operations of the RFG Family Entities as of the dates thereof or for the periods covered (subject, in the case of the Interim Financial Statements, to normal year-end adjustments, which shall which, if made as of the date hereof, would not be audited reports material, individually or in the aggregate, and the absence of footnotes), and were prepared by an Acceptable Accounting Firm;from the books and records of the RFG Family Entities. All reserves reflected on the Financial Statements have been established in accordance with GAAP, except as otherwise specified in Schedule 3.7(a). (b) as soon as available but not less than forty-five (45) days after Since the end of each date of the first three quarters of each fiscal year Exclusivity Agreement, RFG has not paid or become obligated to pay, in the aggregate, more than $1,029,904 for the equipment that is listed in Schedule 3.7(a) to this Agreement and all other equipment purchased by the RFG Family Entities since the date of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;Exclusivity Agreement. (c) within ten (10) days None of the filing thereofRFG Family Entities has had any material disagreement with its auditors or other event during any of the past three full fiscal years or during the current fiscal year, copies which disagreement or other event would be required to be disclosed under Item 304 of all registration statements and reports on Forms 10-K, 10-Q and 8Regulation S-K promulgated under the Exchange Act (or their equivalents) such requirement to be determined assuming RFG is registered under Section 12 of the Exchange Act and other material filings which is required to file reports under Section 13 of the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesAct), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the The consolidated financial reports balance sheets of the Borrower and its Consolidated Subsidiaries as of April 1, 2012 and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the years then ended, audited by Deloitte & Touche LLP and set forth in the Borrower’s fiscal year 2012 Form 10-K, a copy of which has been made available to each of the Lenders, present fairly, in all material respects, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such dates and the consolidated results of their operations and their cash flows for each of the years then ended in conformity with GAAP. (together with a Compliance Certificate), all in reasonable detail, which shall include at least the b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 2012 and the related unaudited consolidated statements of income and sources and uses cash flows for the six months then ended, set forth in the Borrower’s September 30, 2012 Form 10-Q, a copy of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as has been made available but not less than forty-five (45) days after the end of to each of the first three quarters Lenders, present fairly, in all material respects, on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year of this Section except as disclosed in the Borrower’s quarterly report on Form 10-Q for the quarter ended September 30, a quarterly interim 2012, the consolidated balance sheet financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year end adjustments and the related consolidated profit and loss statements and sources and uses absence of funds (together with a Compliance Certificatefootnotes), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days Since the date of the filing thereofAudited Financial Statements, copies there has occurred no change in the consolidated financial condition of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall and its Consolidated Subsidiaries which would be reasonably likely to have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;a Material Adverse Effect.

Financial Information. At (a) The annual audited consolidated and consolidating balance sheet of Parent and the expense related consolidated and consolidating statements of the Borrower, deliver operations and cash flows most recently delivered to the Administrative Agent pursuant to Section 6.01(a), fairly present in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrowerall material respects, complete copies of in conformity with GAAP, the consolidated financial reports position of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Parent as of the end date thereof and its consolidated results of such year operations and cash flows for the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period covered thereby. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a The quarterly interim unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries Parent, and the related unaudited consolidated profit statements of operations and loss statements and sources and uses of funds (together with a Compliance Certificatecash flows most recently delivered to the Administrative Agent pursuant to Section 6.01(b), fairly present in all material respects, in reasonable detailconformity with GAAP applied on a basis consistent with the financial statements referred to in Section 5.04(a) (subject to the absence of footnotes and to normal year-end adjustments), unaudited, but certified to be true and complete by the chief consolidated financial officer position of Parent as of the Borrower;date thereof and its consolidated results of operations and cash flows for the period covered thereby. (c) within ten (10) days Since the date of the filing thereof, copies Parent’s most recent annual and quarterly consolidated balance sheet and consolidated statements of all registration statements operations and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof cash flows delivered to the TrusteeAdministrative Agent pursuant to Section 6.01(a) or (b), copies as applicable (or, prior to the initial delivery of all such financial statements, reportssince the Closing Date), notices and other communications provided thereto; and (e) such other statements no Material Adverse Change has occurred (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information no Material Adverse Change with respect to its business any facts or information regarding any Borrower-Related Party as represented to the Administrative Agent may from time or any Lender on or prior to time reasonably request;the date hereof). (d) After giving effect to the transactions contemplated by this Agreement, (i) Parent, the Borrower and its Subsidiaries, taken as a whole, and each Credit Party is Solvent, (ii) no Credit Party intends to, and no Credit Party believes that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (iii) no Credit Party is engaged in a business or transaction, and no Credit Party is about to engage in business or a transaction, for which such Credit Party’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged.

Financial Information. At In addition to, and without limiting any rights that the expense SVC Parties may have with respect to the inspection of the Borrowerbooks and records of the Company under Applicable Law, deliver the Company shall furnish to each SVC Party, the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersfollowing information: (a) as soon as available but not later than ninety available, and in any event within forty-five (9045) days after following the end of each fiscal year of Fiscal Year, the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the audited consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of each such Fiscal Year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries for such Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Directors, to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the end of such year dates thereof and the related consolidated statements results of income its operations and sources changes in its cash flows and uses of funds stockholders’ equity for such year, which shall be audited reports prepared by an Acceptable Accounting Firmthe periods covered thereby; (b) as soon as available but not less than forty-five available, and in any event within thirty (4530) days after following the end of each of fiscal quarter, the first three quarters of each fiscal year of the Borrower, a quarterly interim unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries at the end of such quarter and the related unaudited consolidated profit statements of income, cash flows and loss statements changes in stockholders’ equity of the Company and sources and uses of funds (together with a Compliance Certificate)its Subsidiaries for such quarter, all in reasonable detaildetail and all prepared in accordance with GAAP, unaudited, but consistently applied and certified to be true and complete by the chief financial officer of the BorrowerCompany’s Chief Financial Officer; (c) draft financial statements related to the Fiscal Year and each fiscal quarter shall be provided within ten thirty (1030) days and twenty (20) days, respectively, following the end of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;period in question; and (d) promptly upon the mailing thereof to the Trustee, copies extent the Company or any of all financial statements, its Subsidiaries is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, notices and other communications provided thereto; and (e) such other statements (includingany annual reports, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, quarterly reports and other financial information with respect to its business as periodic reports actually prepared by the Administrative Agent may from time to time reasonably request;Company or Subsidiary promptly following filing or submission thereof.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) Attached as soon as available but not later than ninety Schedule 4.15 are an internally prepared unaudited balance sheet and unaudited statements of net income for the Business for the twelve months ended September 28, 2002 (90the "2002 Financial Statements"). The 2002 Financial Statements (A) days after have been prepared in accordance with generally accepted accounting principles in the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries United States (together with a Compliance Certificate"GAAP"), (B) are complete and correct in all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries material respects as of the end date hereof and (C) except as indicated therein, reflect all claims against and all debts and liabilities of such year the Business and its operations, fixed or contingent, as at the respective dates thereof which would be required to be reflected or disclosed in financial statements prepared in accordance with GAAP, and the related consolidated statements of income and sources and uses income, included therein fairly present in all material respects the results of funds operations of the Business for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;the periods indicated. (b) as soon as available but All Accounts Receivable were actually made in the ordinary course of business and, assuming that Buyer will use its commercially reasonable efforts to continue the collection of such Accounts Receivable, will be good and collectible in full in the ordinary course of business, net of reserves and allowances provided for in the 2002 Financial Statements and the Target Amount. The Accounts Receivable are not less than fortysubject to any defense, counterclaim, or set-five off, net of reserves and allowances provided for in the 2002 Financial Statements. (45i) days after The amounts shown for inventory on the end September 28, 2002 Balance Sheet reflect, and the amounts to be shown for the inventory of each Seller on its books on the Closing Date will reflect, valuations at the lower of cost or market, and are not and will not be in excess of the first three quarters values of each fiscal year such inventory computed in accordance with GAAP applied on a consistent basis, with adequate provision for obsolescence, shrinkage, excess or slow-moving quantities, defective materials and deterioration in all material respects. The value of Inventory shown on the 2002 Financial Statements is true and correct in all material respects as of the Borrowerdates indicated therein; (ii) Seller has good and marketable title to all of its Inventory free and clear of all Encumbrances; (iii) except as set forth in Schedule 4.15(c)(iii), a quarterly interim consolidated balance sheet none of the Borrower Inventory is on consignment; and its Subsidiaries (iv) the Inventory net of any reserves set forth on the 2002 Financial Statements and the related consolidated profit Target Amount for excess and loss statements obsolete inventory consists of inventories of good and sources merchantable quality and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days kind and quality regularly and currently used in the Business and usable or saleable in the ordinary course of business of Seller. Any on-hand balance of Inventory that exceeds one-year's usage is fully reserved in the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;2002 Financial Statements.

Financial Information. At Each Borrower and the expense of the Borrower, deliver Guarantor shall --------------------- promptly furnish to the Administrative Agent in a sufficient number of copies for distribution by or its agents all such financial information as the Administrative Agent or Lenders shall reasonably request, and notify its auditors and accountants that the Agent and/or Lenders are authorized to obtain such information directly from them. Without limiting the foregoing, the Borrowers and the Guarantor will furnish to the LendersAgent, in such detail as the Agent shall request, the following: (a) as As soon as available available, but in any event not later than ninety (90) days after the end close of each fiscal year Fiscal Year (i) audited consolidated and attached unaudited consolidating balance sheets and statements of operations, cash flows, and consolidated stockholders' equity for the Borrower, complete copies of the consolidated financial reports of the Canadian Borrower and International and their consolidated Subsidiaries and the accompanying notes thereto and (ii) notice to reader consolidated and attached unaudited consolidating balance sheets and statements of operations, cash flows, and consolidated stockholders' equity for Ark and its consolidated Subsidiaries (together with a Compliance Certificate)and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous fiscal year, all in reasonable detail, which shall include at least fairly presenting the consolidated balance sheet financial position and the results of operations of the Borrower Borrowers and its Subsidiaries their consolidated Subsidiaries, each as at the date thereof and for the fiscal year then ended, and prepared in accordance with GAAP. Such consolidated statements shall be examined in accordance with generally accepted auditing standards by and accompanied by a report thereon, unqualified as to scope, of independent public accountants selected by the end of such year Borrowers, addressed to the Agent and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof Lenders satisfactory to the Trustee, copies of all financial statements, reports, notices Agent and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Lenders.

Financial Information. At the expense In furtherance of the foregoing, Borrowers will furnish to Agent (or cause to be furnished to Agent) the following financial information and reports with respect to each Borrower, deliver Guarantor each Project and/or each Operating Tenant (as applicable), in each case in form and format and providing information satisfactory to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersits discretion: (ai) as soon as available but not later than Within ninety (90) days after the end of each fiscal year year, Borrowers shall deliver or cause to be delivered to Agent a balance sheet and financial statements of each Borrower and Operating Tenant, certified as true and correct in all respects, and prepared in accordance with Accounting Standards and fairly presenting the financial condition(s) of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries person(s) referred to therein as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firmdate(s) indicated; (bii) as soon as available but not less than forty-five Within sixty (4560) days after the end of each of the first three (3) fiscal quarters and within ninety (90) days after the end of the fourth fiscal quarter of each fiscal year of the Borroweryear, Borrowers shall deliver or cause to be delivered to Agent a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries Borrowers as of the end of such fiscal quarter, and the related consolidated profit statements of earnings, partners’ equity and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer cash flows for each of the Borrowerthree prior months and prepared in accordance with Accounting Standards and fairly presenting the financial condition(s) of the person(s) referred to therein as of the date(s) indicated; (ciii) as soon as available, but in any event within ten sixty (1060) days after the end of the filing thereofeach fiscal quarter, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business the statements and calculations from the respective Operating Tenants for each of the Projects for the prior fiscal quarter, the information under the headings “Quarterly Financial Reporting,” “Annual Financial Reporting,” “Reports of Regulatory Violations”, “Annual Budgets” and upon request of Agent, “Regulatory Reports with respect to each Facility” as set forth on Exhibit D of the Administrative Agent may from time Master Lease and required to time be delivered to Borrowers and such other material reports and information reasonably requestrequested by the Agent;

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) The consolidated statements of income, stockholders' equity and of cash flows of UNUM Corporation and the Restricted Subsidiaries which were Subsidiaries of UNUM Corporation for the fiscal year ended December 31, 1998 and the related consolidated balance sheets as soon at the end of such period, a copy of which has been delivered to each of the Banks, fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial condition of UNUM Corporation and such Restricted Subsidiaries as available but not later than ninety of such date and their consolidated results of operations and cash flows for such period. (90b) days after The consolidated statements of income, stockholders' equity and of cash flows of Provident Companies, Inc. and its Consolidated Subsidiaries for the fiscal year ended December 31, 1998 and the related consolidated balance sheets as at the end of such period set forth in Form 10K/A of Provident Companies, Inc. filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the Banks, fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial condition of Provident Companies, Inc. and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such period. (c) The consolidated statements of income, stockholders' equity and of cash flows of Unum Corporation and its Consolidated Subsidiaries for the fiscal year ended December 31, 1998 and the related consolidated balance sheets as at the end of each fiscal year period, set forth in the 1998 Form 10-K/A Unum Corporation as filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the BorrowerBanks, complete copies of fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial reports condition of Unum Corporation and its Consolidated Subsidiaries and their consolidated results of operations and cash flows for such period. (d) The Joint Proxy Statement/Prospectus dated June 2, 1999, as filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the Banks, fairly presents the information set forth therein. (e) The Form 8K of the Borrower dated August 31, 1999, as filed with the Securities and its Subsidiaries (together with Exchange Commission, a Compliance Certificate), all in reasonable detail, copy of which shall include at least the consolidated balance sheet has been delivered to each of the Borrower and its Subsidiaries as of Banks, fairly presents the end of such year and the related information set forth therein. (f) The consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet cash flows of the Borrower and its the Consolidated Subsidiaries for the six months ended June 30, 1999 and the related consolidated profit and loss statements and sources and uses balance sheets as at the end of funds (together with a Compliance Certificate)such period, all set forth in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of 's quarterly report for the filing thereoffiscal quarter ended June 30, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have 1999 as filed with the Securities and Exchange Commission or any similar governmental authority;on Form 10-Q, a copy of which has been delivered to each of the Banks, fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial condition of the Borrower and the Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end adjustments). (dg) promptly upon The Annual Statement of each Restricted Insurance Subsidiary for the mailing thereof fiscal year ended December 31, 1998, as filed with the Applicable Insurance Regulatory Authority of such Restricted Insurance Subsidiary, a copy of which has been delivered to each of the Banks, presents the statutory financial condition of such Restricted Insurance Subsidiary in accordance with statutory accounting practices required or permitted by such Applicable Insurance Regulatory Authority, and the amounts carried in the balance sheet referred to therein on account of the actuarial items referred to in clauses (1) through (5), inclusive, of the statement of the corporate actuary contained therein (i) are computed in accordance with commonly accepted actuarial standards consistently applied and are fairly stated in accordance with sound actuarial principles, (ii) are based on actuarial assumptions that produce reserves at least as great as those called for in any contract provision and are in accordance with all other contract provisions, (iii) meet the requirements of the insurance laws and regulations of the State in which such Restricted Insurance Subsidiary is domiciled, (iv) make a good and sufficient provision for all unmatured obligations of such Restricted Insurance Subsidiary guaranteed under the terms of its policies, and (v) include provisions for all actuarial reserves and related statement items that ought to be established, and such actuarial methods, considerations and analyses conform to the Trusteeappropriate Standards of Practice as promulgated by the Actuarial Standards Board, copies which standards form the basis of all financial statements, reports, notices and other communications provided thereto; andthis statement of opinion. (eh) The Quarterly Statement of each Restricted Insurance Subsidiary for the six months ended June 30, 1999, as filed with the Applicable Insurance Regulatory Authority of such other statements Restricted Insurance Subsidiary, a copy of which has been delivered to each of the Banks, presents the statutory financial condition of such Restricted Insurance Subsidiary in accordance with statutory accounting practices required or permitted by such Applicable Insurance Regulatory Authority. (includingi) Since June 30, without limitation1999 there has been no material adverse change in the business, monthly consolidated statements financial position, results of operating revenues operations or prospects of the Borrower and expenses)the Restricted Subsidiaries, lists considered as a whole, except as disclosed in the Form 8K of assets and accountsthe Borrower to be dated November 2, budgets1999, forecasts, reports and other financial information with respect a copy of which has been delivered to its business as each of the Administrative Agent may from time to time reasonably request;Banks.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the The consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated consolidating balance sheet of the Borrower Parent REIT and its Consolidated Subsidiaries as of the end of such year December 31, 2004 and the related consolidated statements of income operations, stockholders' equity (or comparable calculation, if such Person is not a corporation) and sources cash flows for the Fiscal Year then ended, reported on by KPMG LLP, copies of which have been delivered to Administrative Agent, fairly present, in conformity with GAAP, the consolidated financial position of the Parent REIT and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations, changes in stockholders' equity (or comparable calculation) and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower Parent REIT and its Consolidated Subsidiaries as of June 30, 2005 and the related unaudited consolidated profit statements of operations and loss cash flows for the six (6) months then ended, copies of which have been delivered to Administrative Agent, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements and sources and uses of funds (together with a Compliance Certificatereferred to in Section 3.5(a), all in reasonable detail, unaudited, but certified to be true and complete by the chief consolidated financial officer position of the Borrower;Parent REIT and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the six (6) months then ended (subject to normal year-end adjustments and the absence of footnote disclosures). As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet. (c) within ten (10) days of The information contained in the filing thereof, copies of all registration statements most recently delivered Borrowing Base Certificate is complete and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;correct. (d) promptly upon Since June 30, 2005 there has been no material adverse change in the mailing thereof to business, operations, properties, prospects or condition (financial or otherwise) of Borrower or the TrusteeParent REIT and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business taken as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety Schedule 2.18 hereto contains the following financial statements and financial information (90collectively, the “Financial Statements”): (i) days after audited statements of net position, revenues, expenses, and changes in net position, and cash flows of Seller relating to the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Business as of and for the end of such year twelve-month periods ended June 30, 2017, and June 30, 2016; (ii) the related consolidated unaudited statements of income net position, revenues, expenses, and sources changes in net position, and uses cash flows of funds Seller relating to the Business as of and for such yearthe twelve-month period ended June 30, which shall be audited reports prepared by an Acceptable Accounting Firm;2018; and (iii) the unaudited statements of net position, revenues, expenses, and changes in net position, and cash flows of Seller relating to the Business as of and for the two months ended August 31, 2018 (the “Interim Financial Statements”). (b) The Financial Statements are correct and complete in all material respects, have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (provided that the Interim Financial Statements lack footnotes) and fairly present the financial condition and results of operations and cash flows of Seller relating to the Business as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of respective dates thereof and for the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate)periods referred to therein, all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;accordance with GAAP. (c) within ten (10) days The books and records of Seller relating to the Business are and have been prepared and maintained in form and substance in accordance with GAAP, applied consistently with the principles, practices, methodologies and policies used in the preparation of the filing thereofFinancial Statements, copies to fairly and accurately reflect in all material respects all of the assets and Liabilities of Seller relating to the Business and all registration statements Contracts and reports on Forms 10-K, 10-Q and 8-K transactions to which Seller is or was a party (with respect to the Business) or their equivalents) and other material filings by which Seller or the Borrower shall have filed with the Securities and Exchange Commission Business are or any similar governmental authority;were affected. (d) promptly upon Except for (i) Liabilities that are disclosed in this Agreement, (ii) Liabilities set forth on the mailing thereof Financial Statements, (iii) Liabilities arising from this Agreement and Seller’s Closing Documents, (iv) Liabilities which do not meet the applicable thresholds set forth in Section 2.15 for certain changes or events since April 15, 2018, and (v) Liabilities that have arisen since the date of the Interim Finance Statements in the Ordinary Course of Business (none of which relates to a breach of Contract, breach of warranty, tort, or violation of Law), to Seller’s Knowledge there are no Liabilities of any nature of Seller relating to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as Business or the Administrative Agent may from time to time reasonably request;Acquired Assets.

Financial Information. At (a) The balance sheet of the expense Borrower as of December 31, 2012 and the related statements of operations, partners’ capital and cash flows for the fiscal year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, deliver and are set forth in the Borrower’s 2012 Form 10-K, a copy of which has been delivered to the Administrative Agent in a sufficient number each of copies for distribution by the Administrative Agent to the Lenders: . Such financial statements (ai) as soon as available but not later than ninety (90) days after present fairly, in all material respects, the end financial position and results of each fiscal year of the Borrower, complete copies of the consolidated financial reports operations and cash flows of the Borrower as of such dates and its Subsidiaries for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with a Compliance Certificate)all footnotes to such financial statements, all in reasonable detailmaterial indebtedness and other liabilities, which shall include at least the consolidated balance sheet direct or contingent, of the Borrower and its Subsidiaries as of the end of such year date thereof, including liabilities for taxes, material commitments and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Debt. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2013, and the related unaudited consolidated profit statements of operations and loss statements and sources and uses cash flows for the three months then ended, set forth in the Borrower’s Form 10-Q for the quarter ended September 30, 2013, a copy of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which has been delivered to be true and complete by the chief financial officer each of the Borrower;Lenders fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments). (c) within ten The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (10b) days (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the filing Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, copies of all registration statements including liabilities for taxes, material commitments and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;Debt. (d) promptly upon Since December 31, 2012 there has been no material adverse change in the mailing thereof to business, financial position or results of operations of the TrusteeBorrower and its Consolidated Subsidiaries, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense (i) Attached hereto as SCHEDULE 5.1(C)(I) are balance sheets of the BorrowerSeller as of December 31, deliver 1995 and December 31, 1996 (the December 31, 1996 balance sheet is referred to herein as the Administrative Agent in a sufficient number "December Balance Sheet"), respectively, and the related statements of copies operations, stockholders' equity and cash flows (including any footnotes thereto), for distribution by each of the Administrative Agent to the Lenders: fiscal years then respectively ended all of which (a) have been audited by the Sellers' accountants, whose reports thereon are included within SCHEDULE 5.1(C)(I), (b) have been prepared in accordance with GAAP, consistently applied throughout the periods involved, except as soon as available but not later than ninety otherwise noted therein and (90c) days after present fairly, in all material respects, the end of each fiscal year financial position of the Borrower, complete copies Seller at the dates indicated in such financial statements and the results of the consolidated financial reports of Seller's operations for the Borrower and its Subsidiaries periods stated therein. (together with a Compliance Certificate), all in reasonable detail, which shall include at least ii) Attached hereto as SCHEDULE 5.1(C)(II) is the consolidated unaudited balance sheet of the Borrower and its Subsidiaries Seller as of the end of such year March 31, 1997, and the respective related consolidated statements of income operations, stockholders' equity and sources cash flows (including any footnotes thereto) for the three (3) months then ended all of which (a) have been prepared in accordance with GAAP (with the exception of accounting for vacation accrual which has been reflected consistent with the November Balance Sheet), consistently applied throughout the periods involved subject to normal year-end adjustments (none of which will be material, except as otherwise noted therein and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; on SCHEDULE 5.1(C)(II)) and (b) as soon as available but not less than forty-five (45) days after present fairly, in all material respects, the end of each financial position of the first three quarters of each fiscal year Seller at the dates indicated in such financial statements and the results of the Borrower, a quarterly interim consolidated Seller's operations for the periods stated therein. (iii) Attached hereto as SCHEDULE 5.1(C)(III) is the unaudited balance sheet of the Borrower and its Subsidiaries and Seller as of November 30, 1996 (the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate"November Balance Sheet"), which (a) has been prepared in accordance with the Agreed Upon Accounting Standards, except as otherwise noted therein, and (b) presents fairly, in all material respects, the financial position of the Seller Business at such date. (iv) Except as set forth on SCHEDULE 5.1(C)(IV) and except for returned Inventory (all of which has been made available to Purchaser for inspection), the Inventory that is shown or reflected on the November Balance Sheet consisted only of (as of November 30, 1996), and, except for returned Inventory, the Inventory shown or reflected on the Closing Balance Sheet will consist only of, items usable or salable in reasonable detailthe ordinary course of the Seller Business valued in accordance with the Agreed Upon Accounting Standards. Except as set forth on SCHEDULE 5.1(C)(IV), unauditedthe Seller has no knowledge of any condition, but certified event or occurrence which could reasonably be anticipated to materially adversely affect, after the Closing, the supply of Inventory to the Seller Business by any third party. Seller's trade demo or display, and used or returned Inventory did not comprise, as of November 30, 1996, and will not comprise as of Closing, more than 40% of Seller's total Inventory. (v) The aggregate book value of all of the Seller's Inventory as of the Closing Date is not less than $9.5 million valued on a cost basis. (vi) Each of the Receivables that are shown or reflected in the November Balance Sheet arose out of, and each of the Receivables shown or reflected in the Closing Balance Sheet will have arisen out of, transactions in the ordinary course of business of the Seller Business and, subject to the reserves therefor shown or reflected in the November Balance Sheet and to be true and complete by shown or reflected in the chief financial officer Closing Balance Sheet, all such Receivables, in the aggregate, will constitute (or, in the case of the Borrower; (cNovember Balance Sheet, constituted as of November 30, 1996) within ten (10) days identifiable indebtedness of the filing thereofapplicable account debtor, copies of all registration statements and reports not subject to any offset, defense, counterclaim or Lien except as set forth on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesSCHEDULE 5.1(C)(VI), lists of assets and accounts, budgets, forecasts, reports and other financial information . The related reserves with respect to its business Receivables shown or reflected in the November Balance Sheet and the Closing Balance Sheet were, or will be as the Administrative Agent case may be, adequate under GAAP. (vii) The net income of the Seller (as determined in accordance with GAAP and consistent with prior determinations of the Seller's net income) for the period from time January 1, 1997 through April 30, 1997 reflected a net loss in the approximate amount of $257,000 (subject to time reasonably request;normal year end adjustments).

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated The balance sheet of the Borrower and its Subsidiaries Company as of the end of such year December 31, 1996 and the related consolidated statements of income operations, stockholders' equity and sources cash flows for the Fiscal Year then ended, reported on by Coopers & Lybr▇▇▇ ▇▇▇, copies of which will be delivered to each of the Lenders on or before July 31, 1997, shall fairly present, in conformity with GAAP, the financial position of the Company as of such date and uses its results of funds operations, changes in stockholders' equity and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;period. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated The unaudited balance sheet of the Borrower and its Subsidiaries Company as of April 30, 1997, and the related unaudited consolidated profit statements of operations and loss cash flows for the four months then ended, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements and sources and uses of funds (together with a Compliance Certificatereferred to in Section 6.04(a), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer position of the Borrower;Company as of such date and its consolidated results of operations and cash flows for the four months then ended (subject to normal year-end adjustments and to the absence of footnotes). (c) within ten (10) days The pro forma balance sheet of the filing thereofCompany as of April 30, copies 1997, a copy of which has been delivered to each of the Lenders, fairly presents, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 6.04(a), the consolidated financial position of the Company as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Acquisition Documents, (ii) the making of the Loans and the issuance of the Warrants, (iii) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Financing Documents and (v) the payment of all registration statements and reports on Forms 10-Klegal, 10-Q and 8-K (or their equivalents) accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, neither the Company nor any of its Subsidiaries had or has any material filings liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;are not fully reflected on such balance sheet. (d) promptly upon The information contained in the mailing thereof to most recently delivered Borrowing Base Certificate is complete and correct and the Trustee, copies of all financial statements, reports, notices and other communications amount shown therein as "Eligible Receivables" has been determined as provided thereto; andin the Financing Documents. (e) such other statements Since December 31, 1996, there has been no material adverse change in the business, operations, properties, prospects or condition (including, without limitation, monthly consolidated statements financial or otherwise) of operating revenues and expenses), lists the Company or any of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Consolidated Subsidiaries.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Vencor and its Consolidated Subsidiaries as of the end of such year December 31, 1995 and the related consolidated statements of income operations, cash flows and sources shareholders' equity for the Fiscal Year then ended, reported on by Ernst & Young LLP and uses set forth in Vencor's 1995 Annual Report to Shareholders, a copy of funds which has been delivered to each of the Banks, fairly present, in conformity with GAAP, the consolidated financial position of Vencor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Fiscal Year. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited condensed consolidated balance sheet of the Borrower Vencor and its Consolidated Subsidiaries as of September 30, 1996 and the related unaudited condensed consolidated statements of operations and cash flows for the nine months then ended, set forth in Vencor's report on Form 10-Q for its Fiscal Quarter ended September 30, 1996, a copy of which has been delivered to each of the Banks, fairly present, on a basis consistent with the financial statements referred to in Section 4.04(a), the consolidated financial position of Vencor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine-month period (subject to normal year-end adjustments). (c) The consolidated balance sheet of TheraTx and its Consolidated Subsidiaries as of December 31, 1995 and the related consolidated profit statements of operations, cash flows and loss statements changes in stockholders' equity for its fiscal year then ended, reported on by Ernst & Young LLP and sources and uses set forth in TheraTx's report on Form 10-K for such fiscal year, a copy of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified which has been delivered to be true and complete by the chief financial officer each of the Borrower; (c) within ten (10) days Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the filing thereof, copies TheraTx and its Consolidated Subsidiaries as of all registration statements such date and reports on Forms 10-K, 10-Q their consolidated results of operations and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;cash flows for such fiscal year. (d) promptly upon The unaudited condensed consolidated balance sheet of TheraTx and its Consolidated Subsidiaries as of September 30, 1996 and the mailing thereof related unaudited condensed consolidated statements of income and cash flows for the nine months then ended, set forth in TheraTx's report on Form 10-Q for its fiscal quarter ended September 30, 1996, a copy of which has been delivered to each of the TrusteeBanks, copies fairly present, on a basis consistent with the financial statements referred to in Section 4.04(c), the consolidated financial position of all financial statements, reports, notices TheraTx and other communications provided thereto; andits Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine-month period (subject to normal year- end adjustments). (e) such other statements (includingSince December 31, without limitation1996, monthly consolidated statements of operating revenues no event has occurred and expenses)no condition has come into existence which has had, lists of assets and accountsor is reasonably likely to have, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;a Material Adverse Effect.

Financial Information. At Furnish to each Lender and the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders:--------------------- Agent; (ai) as soon as available available, but not later than in any event within ninety (90) days after the end of each fiscal year of the BorrowerBEI, complete copies a copy of the consolidated financial reports of the Borrower Annual Report on Form 10-K for such fiscal year filed by BEI and its consolidated Subsidiaries (together with a Compliance Certificate)the S.E.C., accompanied by an unqualified report and opinion thereon of independent certified public accountant acceptable to the Agent, all financial statements contained therein to be complete and correct in reasonable detail, which shall include at least all material respects and in accordance with GAAP applied consistently throughout the consolidated balance sheet of the Borrower fiscal year (except as approved by such accountants and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firmdisclosed therein); (bii) as soon as available available, but not less than in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year BEI, a copy of the BorrowerQuarterly Report on Form 10-Q for such fiscal quarter filed by BEI and its consolidated Subsidiaries with the S.E C., certified by a quarterly interim consolidated balance sheet duly authorized officer of BEI as being fairly stated in all material respects subject to year end and audit adjustments, all financial statements contained therein to be complete and correct in all material respects and in accordance win GAAP, subject to normal year end and audit adjustments and the Borrower absence of footnotes, applied consistency throughout the period reflected therein (except as approved by such accountants and disclosed therein); (iii) together with each delivery of financial statements of BEI and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (A) an officers' certificate stating that the related consolidated profit signers have reviewed the terms of the Loan Documents and loss have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of BEI and its Subsidiaries during the accounting period covered by such financial statements and sources that such review has not disclosed the existence during or at the end of such accounting period, and uses that the signers do not have knowledge of funds the existence as at the date of the officers' certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrowers have taken, are taking and propose to take with respect thereto; and (together with B) a Compliance CertificateCertificate in the form of Exhibit C demonstrating in reasonable detail compliance during and at the end of such accounting periods with the restrictions contained in Sections 6.2(a), all in reasonable detail6.2(b), unaudited6.2(c), but certified to be true 6.2(d), and complete by the chief financial officer 6.2(e) as of the Borrowerend of the fiscal period covered thereby; (civ) within ten (10) days promptly upon receipt hereof, a copy of the management letter submitted to the audit committee of the board of directors of BEI by independent certified public accountant in connection with each annual audit of the financial statements of BEI and its consolidated Subsidiaries made by such accountants; and (v) substantially concurrent with the sending or filing thereofhereof, copies of all registration statements reports which any Borrower sends to a majority of its security holders, and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information registration statements which BEI or any of its Subsidiaries files with respect to its business as the Administrative Agent may from time to time reasonably request;S.E.C. or any national securities exchange.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year September 30, 1995 and the related consolidated statements of income operations, shareholders' equity and sources cash flows for the fiscal year then ended, reported on by Coopers & ▇▇▇▇▇▇▇, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and uses its Consolidated Subsidiaries as of funds such date and their consolidated results of operations and cash flows for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) as soon as available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1996 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30, 1996 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1995 and the related consolidated profit statements of operations and loss statements retained earnings and sources and uses of funds (together with a Compliance Certificate)cash flows for the fiscal year then ended, all in reasonable detail, unaudited, but certified to be true and complete reported on by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereofCoopers & ▇▇▇▇▇▇▇, copies of which have been delivered to each of the Banks, fairly present, in all registration statements material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and reports on Forms 10-K, 10-Q its Consolidated Subsidiaries as of such date and 8-K (or their equivalents) consolidated results of operations and other material filings which the Borrower shall have filed with the Securities retained earnings and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; andcash flows for such fiscal year. (e) such other statements Since June 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (includingf) The balance sheet of CODA as of October 31, without limitation, monthly consolidated 1995 and the related statements of operating revenues operations and expenses)retained earnings and of cash flows for the fiscal year then ended, lists all reported on by KPMG Peat Marwick, copies of assets which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and accountsits results of operations and retained earnings and cash flows for such fiscal year. (g) Since July 31, budgets1996 there has been no material adverse change in the business, forecastsfinancial position or results of operations of CODA and its Consolidated Subsidiaries, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of December 31, 1997 (the end of such year "Company Balance Sheet") and the related consolidated statements of income (loss) and sources stockholders' equity and uses cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, true and complete copies of funds which have been delivered to Qwest and Qwest Subsidiary, fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of that date and their consolidated results of operations and cash flows for such yearthe year then ended, which shall be audited reports prepared by an Acceptable Accounting Firm;in accordance with GAAP applied on a consistent basis except as described in the footnotes to the financial statements or as disclosed in Section 4.5(a) of the Company's Disclosure Schedule. (b) as soon as available but not less than forty-five (45) days after the end of each The unaudited financial statements of the first three quarters Company and its consolidated Subsidiaries as of each fiscal year June 30, 1998 filed with the SEC in the Company's quarterly report on Form 10-Q for the quarter then ended, true and complete copies of which have been delivered to Qwest and Qwest Subsidiary, fairly present, subject to normal year-end adjustments, the consolidated financial position of the Borrower, a quarterly interim Company and its consolidated Subsidiaries as of that date and their consolidated results of operations and cash flows for the six months then ended. (c) The unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of July 31, 1998 and the related consolidated profit statements of income (loss) and loss statements stockholders' equity and sources and uses of funds (together with a Compliance Certificate)cash flows for the seven months then ended, all in reasonable detail, unaudited, but certified to be true and complete by copies of which have been delivered to Qwest and Qwest Subsidiary, fairly present, subject to normal year-end adjustments, the chief consolidated financial officer position of the Borrower; (c) within ten (10) days Company and its consolidated Subsidiaries as of that date and their consolidated results of operations and cash flows for the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;seven months then ended. (d) promptly upon At the mailing thereof respective dates of the balance sheets referred to in this Section 4.5, none of the TrusteeCompany and its Subsidiaries had any material Liability that, copies in accordance with GAAP applied on a consistent basis, should have been shown or reflected in the balance sheets but was not, except for the omission of all financial statements, reports, notices notes in unaudited balance sheets with respect to contingent liabilities that in the aggregate did not materially exceed those so reported in the latest audited balance sheets previously delivered and other communications provided thereto; andthat were of substantially the same type as so reported. (e) All receivables of the Company and its Subsidiaries (including accounts receivable, loans receivable and advances) which are reflected in the balance sheets referred to in this Section 4.5, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen in all material respects from bona fide transactions in the Ordinary Course, the carrying value of such receivables approximate their fair market values in all material respects and adequate reserves for the Company's receivables have been established on the balance sheets in accordance with prior practice and GAAP. (f) Except as disclosed in Section 4.5(f) of the Company's Disclosure Schedule, since December 31, 1997, none of the Company and its Subsidiaries has provided any material special promotions, discounts or other incentives to its employees, agents, distributors or customers in connection with the solicitation of new orders for goods or services provided by the Company or any Subsidiary except in the Ordinary Course, nor has any customer pre-paid any material amount for goods or services to be provided by the Company or any Subsidiary in the future, except in the Ordinary Course. (g) The Company has made available to Qwest and Qwest Subsidiary copies of each management letter delivered to any of the Company and its Subsidiaries by PricewaterhouseCoopers LLP in connection with the financial statements (includingreferred to in this Section 4.5 or relating to any review by them of the internal controls of the Company and its Subsidiaries during the two years ended December 31, without limitation1996 and December 31, monthly consolidated statements 1997, respectively, and has made available for inspection and, subject to the approval of operating revenues and expenses)PricewaterhouseCoopers LLP, lists after the date of assets and accounts, budgets, forecasts, this Agreement will make available for inspection all reports and working papers produced or developed by them or management in connection with their examination of those financial statements, as well as all such reports and working papers for prior periods for which any liability of any of the Company and its Subsidiaries for Taxes has not been finally determined or barred by applicable statutes of limitation. (h) Since January 1, 1996, there has been no material disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K under the Securities Act) between any of the Company and its Subsidiaries, on the one part, and any of its independent accountants, on the other financial information part, with respect to its business any aspect of the manner in which the Company or such Subsidiary, as the Administrative Agent case may from time be, maintained or maintains its books and records or the manner in which the Company or the Subsidiary, as the case may be, has reported upon the financial condition and results of operations of any of the Company and its Subsidiaries since such date, that has not been resolved to time reasonably request;the satisfaction of the relevant independent accountants.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety From and after the Execution Date until the date that is seventy-five (9075) days after the end of each fiscal year Closing Date (the “Records Period”): (i) Company shall prepare or cause to be prepared, and Sellers shall cause Ameredev Operating to use commercially reasonable efforts to assist the Company (and after Closing Purchaser) in the preparation of the Borrower, complete copies audited financial statements of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries Company as of the end of such year December 31, 2022, and the related consolidated statements of income operations and sources cash flows, together with all related notes thereto and uses accompanied by reports thereon of funds the Company’s independent auditor, in each case, in accordance with GAAP consistently applied (the “Audited 2022 Financial Statements”) (ii) Company shall (and after Closing Sellers shall cause Ameredev Operating to) use commercially reasonable efforts to cause the external audit firm that audits the Audited 2022 Financial Statements (the “Audit Firm”) to cooperate with Purchaser and its Representatives to cause the Audited 2022 Financial Statements to comply with Regulation S-X promulgated by the SEC (“Regulation S-X”) and other rules and regulations of the SEC with respect to reporting obligations of Purchaser and its Affiliates under the Exchange Act or any registration of securities under the Securities Act; and (iii) to the extent Closing occurs after March 31, 2023, Sellers shall cause Ameredev Operating to use commercially reasonable efforts to assist the Company (and after Closing Purchaser) (A) in the preparation of unaudited consolidated statements of the financial position of Company as of March 31, 2023 and the related statements of operations and cash flows for the three (3) month period then ended, in each case, in accordance with GAAP consistently applied and (B) in causing the Audit Firm to cooperate with Purchaser and its Representatives such year, which shall be audited reports prepared by an Acceptable Accounting Firm;unaudited financial statements to comply with Regulation S-X and other rules and regulations of the SEC with respect to reporting obligations of Purchaser and its Affiliates under the Exchange Act or any registration of securities under the Securities Act. (b) During the Records Period, Company and Sellers, as soon as applicable, agree to use commercially reasonable efforts to make available but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower to Purchaser and its Subsidiaries Affiliates and their agents and representatives any and all Records to the related consolidated profit extent in Company’s, Sellers’ or their respective Affiliates’ possession or control and loss to which such Parties and their Affiliates’ personnel have reasonable access, in each case as reasonably required by Purchaser, its Affiliates and their agents and representatives in order to prepare financial statements and sources and uses of funds (together in connection with a Compliance Certificate)Purchaser’s or its Affiliates’ filings, all in reasonable detailif any, unaudited, but certified to be true and complete that are required by the chief SEC, under securities Laws applicable to Purchaser and its Affiliates, or financial officer statements meeting the requirements of Regulation S-X under the Borrower;Securities Act (“Purchaser Financial Statements”). (c) within ten (10) days During the Records Period, Sellers and Company shall use commercially reasonable efforts to cause their respective accountants, counsel, agents and other Third Parties to cooperate with Purchaser and their representatives in connection with the preparation by Purchaser of Purchaser Financial Statements that are required to be included in any filing by Purchaser or its Affiliates with the SEC, including to use their commercially reasonable efforts to cause the Audit Firm to provide its consent from time to time as reasonably requested by Purchaser or its Affiliates with respect to any such filing. If requested, Sellers and Company shall use commercially reasonable efforts to execute and deliver to the Audit Firm such representation letters, in form and substance customary for representation letters provided to external audit firms by management of the filing thereofcompany whose financial statements are the subject of an audit, copies of all registration statements as may be reasonably requested by the Audit Firm, with respect to the Purchaser Financial Statements, including, as requested, representations regarding internal accounting controls and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority;disclosure controls. (d) In no event shall Sellers, any member of the Company Group or any of their respective Affiliates or representatives be required to bear any cost or expense or pay any fee (other than reasonable out-of-pocket costs and expenses for which they are promptly upon the mailing thereof reimbursed or indemnified) in connection with any action taken pursuant to Section 8.11(a) through (c). Purchaser shall be responsible for all fees and expenses related to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and actions contemplated by this Section 8.11(a) through (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expensesc), lists including the compensation of assets any contractor or advisor of any Seller or any member of the Company Group. Accordingly, notwithstanding anything to the contrary herein, Purchaser shall promptly, upon written request by a Seller, reimburse such Seller for all reasonable and accountsdocumented out-of-pocket costs and expenses (including reasonable and documented compensation or other fees of any contractor or advisor) incurred in connection with the cooperation of such Seller contemplated by this Section 8.11. Further, budgetsthe Purchaser shall indemnify and hold harmless the Sellers, forecaststhe Company Group and their respective Affiliates from and against any and all losses or damages actually incurred or suffered by them in connection with the obligations of Sellers, reports the Company Group and their respective Affiliates under Section 8.11(a) through (c) (other financial information than to the extent resulting from the gross negligence, bad faith or willful misconduct of any Seller, the Company or any of their respective Affiliates). Notwithstanding anything to the contrary contained in this Agreement, none of the Seller’s, the Company Group’s or any of their respective Affiliates’ performance under this Section 8.11 shall be taken into account with respect to its business as the Administrative Agent may from time whether any condition to time reasonably request;Closing set forth in Article 9 shall have been satisfied.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, True and complete copies of the consolidated audited financial reports statements of Eoxo, together with all related notes and schedules thereto, accompanied by the report thereon of Eoxo’s independent auditors for the years ended December 31, 2004 and 2005 (the “Eoxo Financial Statements”) present fairly, in all material respects, the financial position, results of operations and cash flows of Eoxo for the periods indicated therein and have been prepared in accordance with accounting principles generally accepted in Germany. (ii) The unaudited pro forma balance sheet information, current trading information and cash flows information of the Borrower Business for the year ended December 31, 2004 and its Subsidiaries 2005 and for the eight months ended August 31, 2006 contained in the Vendor Due Diligence Report present fairly, in all material respects, the financial position, results of operations and cash flows of the Business for the periods indicated therein and have been prepared in accordance with historical accounting methods (together except with a Compliance Certificaterespect to Eoxo, such methods being in accordance with accounting principles generally accepted in the United States), as modified by the assumptions and adjustments stated therein. The assumptions used in preparing such information in the Vendor Due Diligence Report provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein. The related pro forma adjustments give appropriate effect to those assumptions (and, to the Knowledge of Sellers, no circumstances exist which would cause such assumptions or adjustments to no longer be valid in all material respects). (iii) None of the Sellers or any Company has any material Liabilities of any kind that are included in reasonable detailAssumed Liabilities and that are not set forth (A) in the balance sheet of Eoxo as of December 31, which shall include at least 2005 included in the consolidated Eoxo Financial Statements, or (B) in the pro-forma balance sheet of the Borrower and its Subsidiaries Business as of August 31, 2006, except for (1) such Liabilities that would not be required to be included in such balance sheet in accordance with the end accounting principles used to prepare such balance sheet, and (2) Liabilities incurred by Eoxo since December 31, 2005 in the Ordinary Course of such year Business and Liabilities incurred by the related consolidated statements Business since August 31, 2006 in the Ordinary Course of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm;Business. (biv) as soon as available but not less than forty-five (45) days after the end of each As of the first three quarters of each fiscal year Closing Date, none of the BorrowerCompanies shall have any indebtedness for borrowed money, a quarterly interim consolidated balance sheet except for the obligation to reimburse employees, directors and officers for travel and entertainment expenses in the Ordinary Course of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds Business. (together with a Compliance Certificate)v) Since August 31, all in reasonable detail2006, unaudited, but certified to be true and complete no action has been taken by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereofCompanies or, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business the Business, Sellers which, if taken after the date hereof, would be a violation of Section 5(c)(ii). (vi) The Vendor Due Diligence Report reflects in all material respects the economic terms set forth in the Ancillary Agreements listed in clauses (a) through (f), inclusive, of the definition of “Ancillary Agreements.” (vii) Sellers have outstanding guarantees relating to the Business as set forth in Schedule 6(m), and the Administrative Agent may from time to time reasonably request;amounts of such guarantees do not exceed the respective amounts set forth in Schedule 6(m).

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The audited consolidated balance sheet of the Borrower and its Subsidiaries Subsidiaries, dated as of December 31, 1995, the end unaudited consolidating balance sheet of such year the Borrower and its Subsidiaries, dated as of December 31, 1995, the unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries dated as of June 30, 1996, and the related consolidated statements of income and sources cash flow have been prepared in accordance with GAAP consistently applied, and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (b) as soon as available but not less than forty-five (45) days after present fairly the end of each consolidated financial condition of the first three quarters corporations covered thereby as at the dates thereof and the results of each fiscal year of their operations for the Borrowerperiods then ended; and since December 31, a quarterly interim consolidated balance sheet 1995, there has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of the Borrower and its Subsidiaries on a consolidated basis or in the ability of the Borrower to repay the Obligations when due in accordance with the terms hereof. (b) The Statutory Financial Statements of each of (i) Madison and its Subsidiaries and (ii) Standard and its Subsidiaries dated December 31, 1995 and June 30, 1996, have been prepared in accordance with SAP and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the related consolidated profit results of their operations for the periods then ended and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have been duly filed with the Securities Department or the Department-NY, as the case may be; and, since December 31, 1995, there has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of Madison and Exchange Commission its Subsidiaries or Standard and its Subsidiaries, in each case on a consolidated basis, or any similar governmental authority; adverse or critical notice received by the Borrower or any of its Subsidiaries or action (d) promptly upon the mailing thereof to the Trusteebest of the knowledge of the Borrower and its Subsidiaries) taken by the Department or the Department-NY, copies of all financial statementsas the case may be, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;thereto.

Financial Information. At the expense of the Borrower, (a) The Borrower shall deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as each Lender: As soon as available but not later than ninety available, and in any event within one hundred five (90105) days after the end of each fiscal year of the BorrowerMAAC, complete copies a consolidated unqualified audit as of the consolidated financial reports close of the Borrower and its Subsidiaries (such fiscal year of MAAC, together with a Compliance Certificate)consolidated unqualified audit report and opinion of an independent certified public accountant acceptable to the Administrative Agent, all prepared in reasonable detailaccordance with GAAP, which shall include at least showing the consolidated balance sheet financial condition of the Borrower and its Subsidiaries MAAC as of the end close of such year and the related consolidated statements of income and sources and uses of funds for such year, which audit shall be audited reports prepared by an Acceptable Accounting Firm; include, inter alia, consolidated financial results of both Borrowers and all Subsidiaries of each of them; and the results of operations during such year; and within fifty (b) as soon as available but not less than forty-five (4550) days after the end of each fiscal quarter, consolidated financial statements similar to those mentioned above, not audited but certified by the Certifying Officer, such balance sheets to be as of the first three quarters end of each such fiscal quarter, and such statements of income and surplus to be for the period from the beginning of the fiscal year to the end of such fiscal quarter, in each case subject only to audit and year-end adjustment. The certificate of the BorrowerCertifying Officer shall state that: 1. the attached financial statement, a quarterly interim consolidated balance sheet together with any explanatory notes referred to and attached thereto, is correct and complete and fairly represents the financial condition of MAAC as of the Borrower and its Subsidiaries date of the financial statement, and the related consolidated profit and loss statements and sources and uses results of funds (together its operations for the period ending on the date reflected in said financial statement, 2. that such financial statement has been prepared in accordance with GAAP applied on a Compliance Certificate)consistent basis maintained throughout the period involved, all and 3. to the best of such Certifying Officer's knowledge, the Borrowers are not in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer Default under any of the terms and provisions of this Agreement, or, if the Borrowers are in Default, identifying with particularity each such Default; (b) Contemporaneously with the distribution thereof to the Borrower's shareholders or the filing thereof with the Securities and Exchange Commission, copies of all statements, notices and reports, specifically including reports on SEC Forms 10-K and 10-Q; (c) within ten (10) days In no event later than the 22nd day of each calendar quarter, but as of the filing thereoflast day of the immediately preceding calendar quarter, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which a Borrowing Base Certificate in the Borrower shall have filed form attached hereto as Exhibit F together with a compliance certificate in substantially the Securities and Exchange Commission or any similar governmental authority;form attached hereto as Exhibit J; and (d) promptly upon the mailing thereof to the Trusteepromptly, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as may be reasonably requested by the Administrative Agent may from time to time reasonably request;or a Lender.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (ai) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the The audited consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of the end of such year December 31, 2000 and December 31, 2001 and, in each case, the related consolidated statements of income and sources cash flows for the fiscal year then ended, as well as the consolidated statements of income and uses cash flows for the fiscal year ended December 31, 1999, all reported on by KPMG (collectively, the "QwestDex Statements") and (ii) the consolidated balance sheet of funds Holdings and its Consolidated Subsidiaries as of June 30, 2002 a copy of each of which has been delivered to each of the Lenders, taken together, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Holdings and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such period specified therein, except in each case as listed in the information set forth in Schedule 4.04(a) (collectively, the "Supplemental Information") or as modified by the financial statements as of such date or for such period described in clause (ii) of this subsection 4.04(a) or delivered pursuant to Section 5.01(g), and subject to changes resulting from audit and year, which shall be audited reports prepared by an Acceptable Accounting Firm;-end adjustments and the absence of footnotes. (b) Since June 30, 2002, there has been no material adverse change in the financial position or results of operations of Holdings and its Consolidated Subsidiaries, considered as soon a whole, except as available but not less than forty-five set forth in the Supplemental Information (45it being understood that (i) days after the end of each restatement of the first three quarters financial statements of each fiscal year of the Borrower, a quarterly interim consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission QCII or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information its Consolidated Subsidiaries with respect to its business any fiscal period, or as of any date, ended on or prior to June 30, 2002 and (ii) the facts or events disclosed to the Lenders prior to the Closing Date as the Administrative Agent may from time to time reasonably request;facts or events necessitating such restatement shall not, in and of themselves, constitute a material adverse change in the financial position or results of operations of Holdings and its Consolidated Subsidiaries, considered as a whole).

Financial Information. At the expense (a) The Company will furnish to each Investor or transferee of the Borrower, deliver to Investor under Section 1.14 the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lendersfollowing report: (ai) as As soon as available but not later than ninety (90) days practicable after the end of each fiscal year year, and in any event within ninety (90) days thereafter, consolidated balance sheets of the Borrower, complete copies of the consolidated financial reports of the Borrower Company and its Subsidiaries (together with a Compliance Certificate)subsidiaries, all in reasonable detailif any, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year fiscal year, and the related consolidated statements of income and sources cash flows of the Company and uses of funds its subsidiaries, if any, for such year, which shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited reports prepared by an Acceptable Accounting Firm;independent public accountants of national standing selected by the Company. (b) So long as soon as available but an Investor is a holder of not less than forty-five an aggregate of (45i) Warrants representing the right to acquire at least 250,000 shares of Common Stock (as adjusted for any stock splits, consolidations and the like) and/or 250,000: (ii) Shares; (iii) Conversion Shares; and/or (iv) shares of Common Stock issued upon the exercise of the Warrants (as adjusted for any stock splits, consolidations and the like), which aggregate shall be determined based on any combination of (i), (ii), (iii) and/or (iv) (a “250,000 Share Investor”), the Company will furnish to such 250,000 Share Investor the following reports: (i) Within sixty (60) days prior to the beginning of each fiscal year, an annual operating plan for the Company, forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year; and (ii) As soon as practicable after the end of each of month, and in any event within thirty (30) days thereafter (other than the first three quarters last calendar month of each fiscal year year), unaudited consolidated balance sheets of the BorrowerCompany and its subsidiaries, a quarterly interim consolidated balance sheet if any, as of the Borrower end of the month, and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the related consolidated profit figures for the same month one year earlier; provided that footnotes and loss schedule disclosure appearing in audited financial statements and sources and uses of funds (together with a Compliance Certificate)shall not be required, all in reasonable detail, unaudited, but certified to be true detail and complete signed by the chief principal financial or accounting officer of the Borrower; (c) within ten (10) days of the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed with the Securities and Exchange Commission or any similar governmental authority; (d) promptly upon the mailing thereof to the Trustee, copies of all financial statements, reports, notices and other communications provided thereto; and (e) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Administrative Agent may from time to time reasonably request;Company.

Financial Information. At the expense of the Borrower, deliver to the Administrative Agent in a sufficient number of copies for distribution by the Administrative Agent to the Lenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year The consolidated balance sheets of the Borrower, complete copies of the consolidated financial reports of the Borrower Company and its Subsidiaries (together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year December 31, 2018 and the related consolidated statements of income income, cash flows and sources shareholders’ equity for the fiscal year then ended, reported on by Ernst & Young LLP and uses set forth in the Company’s 2018 Form 10-K, a copy of funds which has been delivered to the Administrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such fiscal year, which shall be audited reports prepared by an Acceptable Accounting Firm;. (b) The unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as soon of March 31, 2019 and the related unaudited consolidated statements of income, cash flows and shareholders’ equity for the three months then ended, set forth in the Company’s quarterly report for the fiscal quarter ended March 31, 2019 as available but not less than fortyfiled with the SEC on Form 10-five (45) days after Q, a copy of which has been delivered to the end Administrative Agent on behalf of each of the first three quarters Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of each fiscal year this Section, the consolidated financial position of the Borrower, a quarterly interim consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such three month period (subject to normal year-end adjustments and, to the related consolidated profit and loss statements and sources and uses extent permitted by Regulation S-X, the absence of funds (together with a Compliance Certificatefootnotes), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower;. (c) within ten (10) days A copy of a duly completed and signed Annual Statement or other similar report of or for each Insurance Subsidiary that is a Restricted Subsidiary in the filing thereof, copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have form filed with the Securities governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2018 has been delivered to the Administrative Agent on behalf of each of the Banks and Exchange Commission or any similar governmental authority;fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) promptly upon A copy of a duly completed and signed Quarterly Statement or other similar report of or for each Insurance Subsidiary that is a Restricted subsidiary in the mailing thereof form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the quarter ended March 31, 2019 has been delivered to the TrusteeAdministrative Agent on behalf of each of the Banks and fairly presents, copies of all financial statementsin accordance with statutory accounting principles, reports, notices and other communications provided thereto; andthe information contained therein. (e) such other statements (includingSince December 31, without limitation2018 and as of the Effective Date, monthly consolidated statements there has been no material adverse change in the business, financial condition, results of operating revenues operations or prospects of the Company and expenses)its Consolidated Subsidiaries, lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business considered as the Administrative Agent may from time to time reasonably request;a whole.