Common use of Financial Reports and Other Information Clause in Contracts

Financial Reports and Other Information. The Company will, and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) within 15 days of each date the Company is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders’ equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower’s Chief Financial Officer, subject to normal Vice President-Controller or Vice President-Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Borrower files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding delivering a copy of such quarterly report to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;each Lender. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms Lenders pursuant to subsection (a) of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President - Controller or other executive officer Vice President-Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsBorrower. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which the Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the CompanyNicor’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) the Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by a compliance certificate 7.6 to any Lender that requests such delivery. (c) Borrower will promptly (and in substantially the form of Exhibit E signed by a Financial Officer any event within five Business Days after an officer of the CompanyBorrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which the Borrower has knowledge, including in such notice a description of the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of the Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which Nicor or the Borrower shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent, with copies for each Lender copies of all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (g) From time to time such other information regarding the business or financial condition of the Borrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. (a) The Company will, and Parent will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Parent and the its Subsidiaries as they any Bank may reasonably request; and without any request request, the Parent will furnish to each of the Administrative Agent, which will make available by means of electronic posting following to each LenderBank: (ai) within 15 60 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Parent, a report on copy of the Parent's Form 10-Q Report filed with the SEC; (ii) within 90 days after the end of each fiscal year of the Parent, a copy of the Parent's Form 10-K for any fiscal year Report filed with the SEC, its audited consolidated balance sheet prepared by the Parent and related containing or including as an exhibit thereto the Parent's financial statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on year as certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of Parent in accordance with GAAP with such audit) accountants' unqualified opinion to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedthe consolidated financial position of the Parent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (biii) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with period provided in subsection (ii) above, the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as written statement of the end accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default with respect to Sections 7.11, 7.15, 7.16, and for 7.17 or, if such fiscal quarter accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and the then elapsed portion period of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesexistence thereof; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Parent sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Parent files with the SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, exchanges; and (v) within 90 days after the beginning of each fiscal year of the Parent an operating budget for the Parent and its Subsidiaries for such fiscal year of the Parent. (b) Each financial statement furnished to the Banks pursuant to subsection (i) or distributed (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate signed by the Company to its shareholders generallyParent's chief financial officer, as treasurer or controller showing the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or Parent's compliance with the terms covenants set forth in Sections 7.14(k), 7.15, 7.16, and 7.17 hereof. (c) The Parent will promptly (and in any event within three Business Days after any of this Agreementthe President, as chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;: (f) prompt written notice (including a description in reasonable detail) of (i) of the occurrence of any Change of Control, Default or Event of Default; ; (ii) the filing or commencement of any action, suit default or proceeding by or before event of default under any arbitrator or Governmental Authority against Contractual Obligation of the Company, any Subsidiary Parent or any Affiliate thereof that could of its Subsidiaries, except for a default or event of default which is not reasonably expected to have a Material Adverse Effect; (iii) of the occurrence of an event or condition which would reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and and (iv) of any other development that results in, litigation or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer governmental proceeding of the Company setting forth a summary type described in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company5.5 hereof.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent in form and detail satisfactory to the Administrative Agent, which will make available by means with copies for each Bank in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) within 15 120 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants' unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Bank. Together with such information the Borrower shall provide to each Bank such consolidating information as may be necessary for the Banks to determine the Borrower's compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower's chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Bank. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to each Bank such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower's compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its Subsidiaries sends to their shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower's chief financial officer or corporate controller to the occurrence effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any Default; such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the filing or commencement representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of any actionsuch certificate (other than those made solely as of an earlier date, suit or proceeding by or before any arbitrator or Governmental Authority against the Companywhich need only remain true as of such date), any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (except as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect otherwise described therein, and (ivB) any other development that results ina Compliance Certificate in the form of Exhibit B hereto showing Borrower's compliance with the covenants set forth in Sections 7.9, or would reasonably be expected to result in7.11, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice 7.12 and any action taken or proposed to be taken with respect thereto;7.14 through 7.19 hereof. (gc) Borrower will promptly (and in any event within four three Business Days after the Company or any Subsidiary receives an officer of Borrower has knowledge thereof) give notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any litigation or governmental proceeding of the Companytype described in Section 5.5 hereof; (iv) of any material change in the information set forth on the Schedules hereto; and (v) of the entering into of any Long-Term Guaranties, and Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which in turn will make available by means of electronic posting deliver to each LenderBank, in form and detail satisfactory to the Administrative Agent, each of the following: (ai) within 15 90 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year of the Borrower, commencing with the SECfiscal year ending December 31, its audited 2016, a copy of the Borrower’s financial statements for such fiscal year, including the consolidated balance sheet of the Borrower and its Subsidiaries for such year and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows each as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without selected by the Borrower in accordance with GAAP with such accountants’ opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that such opinion shall not contain a “going concern” or like qualification or exception and without any or a qualification or exception as to arising out of the scope of such the audit) to , and provided, further, that if the effect that such consolidated financial statements present fairly in all material respects Borrower publicly files with the financial condition and results of operations of the Company and SEC its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a annual report on Form 10-Q K for any the applicable annual period, and such annual report contains the financial statements and accountants’ certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by such filing, subject to Section 7.6(b) hereof. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, commencing with the fiscal quarter with the Securities and Exchange Commissionending September 30, its 2016, a consolidated unaudited balance sheet of the Borrower and its Subsidiaries, and the related statements of operations, stockholders’ equity income and statements of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetflow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower’s chief executive officer, chief financial officer, corporate controller or treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby, provided that if the Borrower publicly files with the SEC a Form 10-Q for the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by such filing, subject to normal year-end audit adjustments and Section 7.6(b) hereof. Together with such information the absence of footnotesBorrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required consistent with past practices that in the course of their audit they have obtained no knowledge of certain Defaults or Events of Default, or, if such accountants have obtained knowledge of any such Default has occurred since or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower or any of its non Wholly-Owned Subsidiaries that are Material Subsidiaries sends to its (or their, as applicable) shareholders, and subject to Section 7.6(b) hereof, copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request thereforAny financial statement, such other information regarding the operationsreport or registration statement required to be furnished pursuant to Section 7.6(a)(i), business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above hereof shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted furnished on the Company’s date on which the Administrative Agent receives notice that the Borrower has filed such financial statement, report or registration statement with the SEC and it is available on the XXXXX website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxx.xxx or such other address as the Company shall provide any successor government website that is freely and readily available to the Lenders) Administrative Agent and the Banks without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (which shall then give notice of any such filing to the Banks). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement, report or registration statement to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent. (c) Each financial statement furnished to the Administrative Agent on an IntraLinks pursuant to Section 7.6(a)(i) or similar site to which the Lenders have been granted access or (ii) hereof shall be available accompanied by (A) a written certificate signed by the Borrower’s chief executive officer, chief financial officer, corporate controller or treasurer to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the website date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), except as otherwise described therein, (B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower’s compliance with the covenant set forth in Section 7.17 hereof, and (C) a reasonably detailed description of any material change in any of the Securities material information set forth on Schedules 5.2 and Exchange Commission at xxxx://xxx.xxx.xxx 5.5 since the date of the last certificate delivered pursuant to clause (A) above. (d) The Borrower will promptly (and a confirming electronic correspondence shall have been delivered or caused to be delivered in any event within three (3) Business Days after an officer of the Borrower has knowledge thereof) give notice to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to have a Material Adverse Effect; (iii) of any event that would cause the representations and warranties set forth in Section 5.5 or Section 5.11 hereof to be untrue; (iv) of the entering into of any Long-Term Guaranties, and the Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee; and (v) promptly, but within five (5) days after such change, written notice to the Lenders pursuant Administrative Agent of each change to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyReference Rating.

Financial Reports and Other Information. The Company will, and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) within 15 60 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Company, a report on copy of the Company’s Form 10-K for any fiscal year Q Report filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 120 days after the end of each date fiscal year of the Company is required to file Company, a report on copy of the Company’s Form 10-Q for any fiscal quarter K Report filed with the Securities and Exchange CommissionSEC, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as including a copy of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations annual report of the Company and its consolidated the Subsidiaries on a consolidated basis for such year with accompanying financial statements, prepared by the Company and certified by independent public accountants of recognized standing, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Company sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company or any Subsidiary files with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange; (d) promptly following a request therefor, any documentation or distributed by other information that a 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 Company to its shareholders generally, as the case may be;USA Patriot Act; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of after the Company or any Subsidiaryhas knowledge thereof, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default or Event of Default; . In addition, in the event that Subsidiaries not constituting Significant Subsidiaries shall at any time (ii) the filing or commencement as a result of any action, suit acquisition or proceeding by disposition of any Person or before line of business involving any arbitrator or Governmental Authority against party other than the Company, any Subsidiary Company and the Subsidiaries or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence reorganization of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice Subsidiaries) represent more than 10% of any judgment Consolidated Total Assets or Consolidated Net Sales as of any Governmental Authority rendered in connection with such date or for such period, the EC Matter (an “EC Judgment”), Company will promptly designate additional Significant Subsidiaries by written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of until such posting or availability)excess has been eliminated. Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E C signed by a Financial Officer of the Company. Each financial statement furnished to the Lenders pursuant to subsection (b) of this Section 5.05 shall also be accompanied by a certificate signed by a Financial Officer of the Company confirming compliance with the requirements set forth in the definition of “Significant Subsidiary” and in the last sentence of the immediately preceding paragraph, attaching a revised form of Schedule 3.02 showing all additions to and removals from the Significant Subsidiaries since the date of the most recently delivered form of Schedule 3.02 (or confirming that there have been no changes from such most recently delivered form of Schedule 3.02). If the Company is no longer required to file Form 10-Q and 10-K Reports with the SEC, the Company will nevertheless furnish to the Lenders at the time herein above set forth all the financial and other information that would have comprised such filings. Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice to the Lenders that such information has been posted on the Company’s website on the Internet at hxxx://xxx.xxxxxxxx.xxx or at the appropriate Company designated website at hxxx://xxx.xxx.xxx or hxxx://xxxxxxxxxx.xxx; provided that the Company shall deliver paper copies of the information referred to in this Section after the date delivery is required thereunder to any Lender which requests such delivery within 5 Business Days after such request.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent in form and detail satisfactory to the Administrative Agent, which will make available by means with copies for each Bank in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) within 15 120 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants’ unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Bank. Together with such information the Borrower shall provide to each Bank such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower’s chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Bank. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to each Bank such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower’s compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its Subsidiaries sends to their shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower’s chief financial officer or corporate controller to the occurrence effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any Default; such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the filing or commencement representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of any actionsuch certificate (other than those made solely as of an earlier date, suit or proceeding by or before any arbitrator or Governmental Authority against the Companywhich need only remain true as of such date), any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (except as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect otherwise described therein, and (ivB) any other development that results ina Compliance Certificate in the form of Exhibit B hereto showing Borrower’s compliance with the covenants set forth in Sections 7.9, or would reasonably be expected to result in7.11, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice 7.12 and any action taken or proposed to be taken with respect thereto;7.14 through 7.19 hereof. (gc) Borrower will promptly (and in any event within four three Business Days after the Company or any Subsidiary receives an officer of Borrower has knowledge thereof) give notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any litigation or governmental proceeding of the Companytype described in Section 5.5 hereof; (iv) of any material change in the information set forth on the Schedules hereto; and (v) of the entering into of any Long-Term Guaranties, and Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee.

Financial Reports and Other Information. The Company will, and (a) Each Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrowers and the their Subsidiaries as they any Lender may reasonably request; . The Borrowers shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Nicor, consolidated statements of income, common stockholders' equity, cash flows, and income taxes of Nicor for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Nicor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Nicor files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Nicor may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Nicor, consolidated statements of income of Nicor for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Nicor in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Nicor's Chief Financial Officer, subject to normal Vice-President - Controller, or Vice President - Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments adjustments); provided that if Nicor files a Form 10-Q for the applicable quarterly period, and such quarterly report contains the absence financial statements and certifications described above, the Nicor may satisfy the requirements of footnotes;this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Lender. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Chief Financial Officer, Vice President - Controller, or Vice-President - Treasurer of Nicor. (c) concurrently with Borrowers will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate event within five Business Days after an officer of a Financial Officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) any Default or Event of Default of which either Borrower has knowledge, including in such notice a description of the occurrence same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of any Default; and (ii) any event or condition which in the filing or commencement opinion of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that a Borrower could reasonably be expected to result in have a Material Adverse Effect; . (iiid) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect Promptly upon their becoming available, and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer without duplication of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information other materials required to be delivered pursuant to this Agreement, Nicor will deliver (via email or otherwise) to the clauses above shall be deemed to have been delivered Administrative Agent, with copies for each Lender, copies of all registration statements, regular periodic reports, if such informationany, or one or more annual or quarterly reports containing such information, and SEC Disclosure Documents which Nicor shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of filed with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (or any governmental agency substituted therefor) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor generally, and a confirming electronic correspondence shall have been delivered or caused without duplication of the other materials required to be delivered pursuant to this Agreement, Nicor will deliver to the Administrative Agent Agent, with copies for each Lender, copies of all financial statements, reports and each Lender providing notice of such posting or availability). Each proxy statements so mailed. (f) Immediately upon becoming aware of the financial statements furnished institution of any steps by Nicor or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that either Borrower furnish a bond or other security to the Lenders pursuant PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to subsections any Pension Plan which could result in the incurrence by either Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of either Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (ag) and (b) From time to time such other information regarding the business or financial condition of this Section 5.05 shall be accompanied by a compliance certificate in substantially Borrower as the form of Exhibit E signed by Administrative Agent or a Financial Officer of the CompanyLender may reasonably request.

Financial Reports and Other Information. The Company Borrower will, and will cause each Consolidated Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Administrative Agent for copying and their respective duly authorized representatives distribution to the Banks such information respecting the business and financial condition of the Company Borrower and the Subsidiaries as they may be reasonably requestrequested by any Bank; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting Agent for copying and distribution to each Lenderthe Banks: (a) within 15 50 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Borrower, a report on copy of the Borrower's Form 10- Q Report filed with the SEC; (b) within 120 days after the end of each fiscal year of the Borrower, a copy of the Borrower's Form 10-K for any fiscal year Report filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as including a copy of the end annual report of the Borrower and the Consolidated Subsidiaries for such yearyear with accompanying financial statements, setting forth in each case in comparative form prepared by the figures for the previous fiscal year, all reported on Borrower and certified by Ernst & Young LLP or any other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis Borrower, in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; (c) concurrently promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all other regular, periodic and special reports and all registration statements which the Borrower files with the SEC or any successor thereto, or with any delivery national securities exchange; (d) as promptly as possible, and in any event within one Business Day after an Authorized Officer has knowledge thereof, notice of (i) any change in the S&P Rating or the Xxxxx'x Rating and (ii) any Default or Event of Default and describe in reasonable detail the facts and circumstances giving rise thereto; and (e) an updated Exhibit B along with the financial statements delivered under clause subsection (a) or (b) above, as applicable, for any calendar quarter during which there is a certificate of a Financial Officer change in any of the Company (i) certifying facts specified in Exhibit B hereto, as then most recently updated. The Borrower will permit each Bank to whether a Default has occurred since visit and inspect, under the date Borrower's guidance, any of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect Properties of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company Borrower or any Subsidiary, to examine all their books of account and records, to make copies and abstracts therefrom, and to discuss the Borrower's and its Subsidiaries' respective affairs, finances and accounts with such officers or compliance with the terms of this Agreement, employees as the Administrative AgentBorrower may designate for such purpose, any Issuing all at such reasonable times as may be reasonably requested; provided that unless a Default or an Event of Default exists, all such inspections shall be at the expense of the Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring Banks making such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability)inspections. Each of the financial statements furnished to the Lenders Banks pursuant to subsections (a) and (b) of this Section 5.05 8.5 shall be accompanied by a written certificate signed by the chief financial officer or treasurer of the Borrower to the effect that (i) to the best of the knowledge and belief of the signer thereof no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 6 hereof are true and correct as though made on the date of such certificate, except as otherwise described, (iii) the Borrower is in compliance with all covenants contained in Section 8 hereof, and (iv) a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of hereto showing the Companycalculations necessary to determine compliance with Sections 8.6 and 8.7 hereof. In the event the Borrower is no longer required to file Form 10Q and 10K Reports with the SEC, the Borrower will nevertheless furnish to the Banks at the time hereinabove set forth all the financial and other information that would have comprised such filings.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders' equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower's Chief Financial Officer, subject to normal Vice-President- Controller or Vice-President-Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments adjustments); provided that if Borrower files a Form 10-Q for the applicable quarterly period, and such quarterly report contains the absence financial statements and certifications described above, the Borrower may satisfy the requirements of footnotes;this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Lender. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Chief Financial Officer, Vice President - Controller or Vice-President-Treasurer of the Borrower. (c) concurrently with Borrower will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer event within five Business Days after an officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) any Default or Event of Default of which the occurrence Borrower has knowledge, including in such notice a description of any the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the filing or commencement opinion of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that Borrower could reasonably be expected to result in have a Material Adverse Effect; . (iiid) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect Promptly upon their becoming available, and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer without duplication of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information other materials required to be delivered pursuant to this Agreement, the clauses above shall be deemed Borrower will deliver (via email or otherwise) to have been delivered the Administrative Agent, with copies for each Lender copies of all registration statements, regular periodic reports, if such informationany, and SEC Disclosure Documents which Nicor or one or more annual or quarterly reports containing such information, the Borrower shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of filed with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (or any governmental agency substituted therefor) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and a confirming electronic correspondence shall have been delivered or caused without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent and Agent, with copies for each Lender providing notice copies of such posting or availability). Each all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the financial statements furnished institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the Lenders pursuant PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to subsections any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (ag) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially From time to time such other information regarding the form of Exhibit E signed by a Financial Officer business or financial condition of the CompanyBorrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. The Company will, and (a) Each Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrowers and the their Subsidiaries as they any Lender may reasonably request; . The Borrowers shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Nicor, consolidated statements of income, common stockholders' equity, cash flows, and income taxes of Nicor for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Nicor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Nicor files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Nicor may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Nicor, consolidated statements of income of Nicor for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Nicor in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Nicor's Chief Financial Officer, subject to normal Vice-President - Controller, or Vice President - Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments adjustments); provided that if Nicor files a Form 10-Q for the applicable quarterly period, and such quarterly report contains the absence financial statements and certifications described above, the Nicor may satisfy the requirements of footnotes;this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Lender. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Chief Financial Officer, Vice President - Controller, or Vice-President - Treasurer of Nicor. (c) concurrently with Borrowers will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate event within five Business Days after an officer of a Financial Officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) any Default or Event of Default of which either Borrower has knowledge, including in such notice a description of the occurrence same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of any Default; and (ii) any event or condition which in the filing or commencement opinion of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that a Borrower could reasonably be expected to result in have a Material Adverse Effect; . (iiid) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect Promptly upon their becoming available, and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer without duplication of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information other materials required to be delivered pursuant to this Agreement, Nicor will deliver (via email or otherwise) to the clauses above shall be deemed to have been delivered Administrative Agent, with copies for each Lender copies of all registration statements, regular periodic reports, if such informationany, or one or more annual or quarterly reports containing such information, and SEC Disclosure Documents which Nicor shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of filed with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (or any governmental agency substituted therefor) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor generally, and a confirming electronic correspondence shall have been delivered or caused without duplication of the other materials required to be delivered pursuant to this Agreement, Nicor will deliver to the Administrative Agent and Agent, with copies for each Lender providing notice copies of such posting or availability). Each all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the financial statements furnished institution of any steps by Nicor or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that either Borrower furnish a bond or other security to the Lenders pursuant PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to subsections any Pension Plan which could result in the incurrence by either Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of either Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (ag) and (b) From time to time such other information regarding the business or financial condition of this Section 5.05 shall be accompanied by a compliance certificate in substantially Borrower as the form of Exhibit E signed by Administrative Agent or a Financial Officer of the CompanyLender may reasonably request.

Financial Reports and Other Information. The Company will, and Borrower will deliver or cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to be delivered to the Lenders and their respective duly authorized representatives such information respecting Bank the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lenderfollowing: (a) As soon as practicable and in any event within 15 forty-five (45) days after the end of each date fiscal quarter of the Company is required to file Borrower other than the last quarter of each fiscal year, a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end Borrower and the Restricted Subsidiaries as at the last day of such quarter and the related consolidated statement of income for such quarter and cumulative fiscal year-to-date for the Borrower and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the previous corresponding period in the preceding fiscal year, all reported on in reasonable detail and satisfactory in scope to the Bank and certified by Ernst & Young LLP or other independent public accountants the chief financial officer of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception the Borrower as to the scope fairness of such audit) to the effect that such consolidated financial statements present fairly in all material respects and that the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis same have been prepared in accordance with GAAP consistently applied;GAAP, subject to changes resulting from normal, recurring year-end adjustments; provided, however, that if, so long as the Borrower is a Subsidiary of the Parent, the Parent duly files with the SEC any Form 12b-25 under the Exchange Act (or any successor form thereunder) with respect to its inability to timely file its quarterly report on Form l0-Q for a fiscal quarter and obtains a valid extension of such time to file, the financial information required to be delivered by this paragraph may be delivered later than forty-five (45) days after the end of such fiscal quarter but in no event later than the extended deadline for filing such quarterly report imposed by said Rule 12b-25. (b) As soon as practicable and in any event within 15 one hundred (100) days after the end of each date fiscal year of the Company is required to file a report on Form 10-Q for any fiscal quarter with Borrower, the Securities and Exchange Commission, its consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows the Restricted Subsidiaries as of at the end of such fiscal year, and related consolidated statements of income, retained earnings, and changes in financial position for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding calendar year, all in reasonable detail and satisfactory in scope to the Bank and certified by and containing an unqualified opinion of McGladrey & Pxxxxx, LLP or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Bank, provided, however, that if, so long as the Borrower is a Subsidiary of the balance sheetParent, the Parent shall duly file with the SEC any Form 12b-25 under the Exchange Act (or any successor form thereunder) with respect to its inability to timely file its annual report on Form 10-K for a fiscal year and obtains a valid extension of such time to file, the financial information required to be delivered by this paragraph may be delivered later than one hundred (100) days after the end of such fiscal year but in no event later than the extended deadline for filing such annual report imposed by said Rule 12b-25. (c) As soon as practicable, and in any event within forty-five (45) days after the end of each fiscal quarter of the end of) Parent, other than the previous last quarter of each fiscal year, a consolidated balance sheet as at the last day of such quarter and the related consolidated statement of income for such quarter and cumulative fiscal year-to-date for the Parent and its Subsidiaries, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Bank and certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations chief accounting officer of the Company Parent as to the fairness of such financial statements and its consolidated Subsidiaries on a consolidated basis that the same have been prepared in accordance with GAAP consistently appliedGAAP, subject to normal changes resulting from nonrecurring year-end audit adjustments and adjustments; provided, however, that the absence delivery of footnotesthe Parent's quarterly report on Form 10-Q promptly after its timely filing with the SEC thereof shall satisfy the requirements of this paragraph with regard to consolidation of financial statements; (cd) concurrently with As soon as practicable, and in any event within one hundred (100) days after the end of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and related consolidated statements of income, retained earnings, and changes in financial position for such fiscal year, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Bank and certified by and containing an unqualified opinion of McGladrey & Pxxxxx, LLP, or other independent certified public accountants of recognized national standing selected by the Parent and reasonably satisfactory to the Bank; provided, however, that, the delivery of the Parent's annual report on Form 10-K promptly after its timely filing with the SEC thereof shall satisfy the requirements of this paragraph with regard to consolidated financial statements under clause statements; (e) Together with each delivery of those items required by clauses (a) and (b) above, a Certificate of Compliance in the form attached hereto as Exhibit “D”, executed by the chief financial officer or the Vice President-Comptroller of the Borrower; (f) [Intentionally deleted.] (g) Together with each delivery of the financial statements required by clause (b) above, a certificate of a Financial Officer the independent certified accountants stating that in making the examination necessary to said certification of the Company financial statements, they obtained no knowledge of any condition or event pertaining to financial or accounting matters that constitutes an Event of Default, or event which after notice by the Bank or lapse of time, or both, or would constitute an Event of Default; or if the accountants have obtained knowledge of any Event of Default or such event, a statement specifying the nature and period of existence thereof. (h) Promptly upon distribution thereof, copies of all annual or quarterly financial or other statements of Borrower and the Parent (including proxy statements, documents, and reports as the Borrower) shall send to any class of its shareholders; (i) certifying as At any time when the Borrower or the Parent is obligated to whether a Default has occurred since file reports with the date of SEC pursuant to the most recent certificate delivered under this paragraph andExchange Act, if a Default has occurredpromptly, specifying the details thereof and in any action taken or proposed to be taken with respect thereto, event within fifteen (ii15) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly days after the same become publicly availablefiling thereof, copies of all periodic reports, current reports, and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by which the Company Borrower files with the SEC or any Subsidiary equivalent governmental agency and, promptly upon written request therefor, copies of any financial statements which the Borrower files annually with the SECany federal, state, or any Governmental Authority succeeding to any local regulatory agency or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may beagencies; (ej) promptly following any request therefor, With reasonable promptness such additional financial or other information regarding as the Bank may from time to time reasonably request (including, without limitation, consolidating financial statements with respect to any Subsidiary); provided, however, that the Borrower shall not be required to furnish any information requested pursuant to this paragraph to the extent that such information is not then available or may not be produced without unreasonable effort or expense. Bank is hereby authorized to deliver a copy of any financial statements or any other information relating to the business, operations, business affairs and or financial condition of the Company or any SubsidiaryParent, the Borrower, or compliance with the terms of this AgreementSubsidiaries, as the Administrative Agent, any Issuing Bank which may be furnished to it or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected come to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered its attention pursuant to the clauses above Loan Documents or otherwise, to any regulatory body or agency having jurisdiction over the Bank or to any Person which shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (right or such other address as the Company shall provide obligation to, succeed to the Lenders) all or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website any part of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to Bank's interest in the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyLoan Documents.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which in turn will make available by means of electronic posting deliver to each LenderBank, in form and detail satisfactory to the Administrative Agent, each of the following: (ai) within 15 90 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants’ unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to the Administrative Agent. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower’s chief executive officer, chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to the Administrative Agent. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to the Administrative Agent such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower’s compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required consistent with past practices that in the course of their audit they have obtained no knowledge of certain Defaults or Events of Default, or, if such accountants have obtained knowledge of any such Default has occurred since or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its non Wholly-Owned Subsidiaries that are Material Subsidiaries or the Marketing Subsidiary sends to its (or their, as applicable) shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower’s chief executive officer, chief financial officer or corporate controller to the occurrence effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any Default; such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the filing or commencement representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), except as otherwise described therein, (B) a Compliance Certificate in the form of Exhibit B hereto showing Borrower’s compliance with the covenants set forth in Sections 7.9, 7.11, 7.12 and 7.14 through 7.18 hereof, and (C) a reasonably detailed description of any action, suit or proceeding by or before material change in any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting material information set forth a summary in reasonable detail on Schedules 5.2, 5.5, 5.11 and 7.15(a) since the date of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto;last certificate delivered pursuant clause (A) above. (gc) Borrower will promptly (and in any event within four three Business Days after the Company or any Subsidiary receives an officer of Borrower has knowledge thereof) give notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any (x) litigation or governmental proceeding of the Companytype described in Section 5.5 hereof or (y) environmental or other matters of the type described in Section 5.11 hereof; and (iv) of the entering into of any Long-Term Guaranties, and Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which will make available by means Agent in form and detail satisfactory to the Administrative Agent each of electronic posting to each Lenderthe following: (ai) within 15 120 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants’ unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to the Administrative Agent. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower’s chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to the Administrative Agent. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to the Administrative Agent such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower’s compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its Subsidiaries sends to their shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following Each financial statement furnished to the Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower’s chief financial officer or corporate controller to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any request thereforsuch Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of such certificate (other information regarding the operationsthan those made solely as of an earlier date, business affairs which need only remain true as of such date), except as otherwise described therein, and financial condition of the Company or any Subsidiary, or (B) a Compliance Certificate showing Borrower’s compliance with the terms covenants set forth in Sections 7.9, 7.11, 7.12 and 7.14 through 7.19 hereof. (c) Borrower will promptly (and in any event within three Business Days after an officer of this Agreement, as Borrower has knowledge thereof) give notice to the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;: (f) prompt written notice (including a description in reasonable detail) of (i) of the occurrence of any Default or Event of Default; ; (ii) the filing any event or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that condition which could reasonably be expected to result in have a Material Adverse Effect; ; (iii) the occurrence of any “prohibited transaction” (as defined litigation or governmental proceeding of the type described in ERISA) that would reasonably be expected to result in a Material Adverse Effect and Section 5.5 hereof; (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered material change in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and set forth on the payment requirements related theretoSchedules hereto; and (hv) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Dateentering into of any Long-Term Guaranties, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above Borrower shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall promptly provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site with a copy of any such Guarantee and any modification to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyGuarantee.

Financial Reports and Other Information. (a) The Company will, Borrower and its Subsidiaries will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives Administrative Agent such information respecting about the business and financial condition of the Company Borrower and the its Subsidiaries as they the Administrative Agent may reasonably request; and and, without any request request, will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (ai) within 15 Within 60 days after the end of each date of the Company is required to file a report on Form 10-K for any first three fiscal quarters of each fiscal year with of the SECBorrower, its audited the consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of at the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with and the Securities related consolidated statement of income and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and flow for such fiscal quarter and for the then elapsed portion of the fiscal yearyear ended with the last day of such fiscal quarter, setting forth all of which shall be in each case in comparative form reasonable detail and certified by the figures for Executive Vice President or the corresponding period or periods of (or, in the case Vice President-Treasurer of the balance sheet, Borrower that they fairly present the financial condition of the Borrower and its Subsidiaries (as applicable) as of the end of) dates indicated and the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of their operations of and changes in their cash flows for the Company periods indicated and its consolidated Subsidiaries on a consolidated basis that it has been prepared in accordance with GAAP consistently appliedthe terms of this Agreement, subject to normal year-end audit adjustments adjustments. (ii) Within 120 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the absence related consolidated statement of footnotes;income and retained earnings and of cash flows for such fiscal year and setting forth consolidated comparative figures for the preceding fiscal year certified by PriceWaterhouseCoopers or another independent certified public accounting firm of recognized national standing, in each case to the effect that such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes. (iii) Promptly after the sending or filing thereof, copies of all financial statements and projections that the Borrower sends to its shareholders and copies of all filings and registrations with, and reports to, the SEC by the Borrower or any of its Subsidiaries. (b) Each financial statement furnished to the Administrative Agent pursuant to subsections (i) and (ii) of Section 6.6(a) shall be accompanied by (A) a written certificate signed by the Borrower’s Executive Vice President or Vice President-Treasurer to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, and (ii) the representations and warranties contained in Section 5 are true and correct in all material respects as though made on the date of such certificate, except as otherwise described therein, and (B) a Compliance Certificate in the form of Exhibit B showing the Borrower’s compliance with the covenants set forth in Sections 6.14, 6.15 and 6.17, and attaching an updated Schedule 5.1 if any information pertaining thereto has changed since the previous Compliance Certificate was submitted. (c) concurrently with Promptly after obtaining knowledge of any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company following, the Borrower shall provide the Administrative Agent with written notice in reasonable detail of: (i) certifying as to whether a Default has occurred since any pending or threatened material Environmental Claim against the date Borrower or any of its Subsidiaries or any real property owned or operated by the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and Borrower or any action taken or proposed to be taken with respect thereto, of its Subsidiaries; (ii) setting forth any condition or occurrence on any real property owned or operated by the Borrower or any of its Subsidiaries that (x) results in material noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or (y) could reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations be anticipated to form the basis of a material Environmental Claim against the ratio Borrower or any of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and its Subsidiaries or any such real property; (iii) stating whether any change in GAAP condition or in occurrence on any real property owned or operated by the application thereof has occurred since the date Borrower or any of the audited financial statements referred its Subsidiaries that could reasonably by anticipated to in Section 3.04 and, if cause such real property to be subject to any such change has occurred, specifying the effect of such change material restrictions on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableownership, copies of all periodic and other reports (including all reports on Form 10-Koccupancy, Form 10-Q and Form 8-K), proxy statements and other materials filed use or transferability by the Company Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generallySubsidiary, as the case may be;, of its interest in such real property under any Environmental Law; and (eiv) promptly following the taking of any request therefor, such other information regarding material removal or remedial action in response to the operations, business affairs and financial condition actual or alleged presence of any Hazardous Material on any real property owned or operated by the Company Borrower or any Subsidiary, or compliance with the terms of its Subsidiaries. For purposes of this AgreementSection 6.6(c), as the Administrative Agent, any Issuing Bank “material” shall refer to an event or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof circumstance that could reasonably be expected to result in a Material Adverse Effect; losses, costs or liabilities (iiiin excess of any cash escrow available to the Borrower), individually or in the aggregate, in excess of $5,000,000. (d) The Borrower will promptly (and in any event within one Business Day after an officer of the Borrower has knowledge thereof) give notice to the Administrative Agent of: (i) the occurrence of any “prohibited transaction” Default or Event of Default; (as defined in ERISAii) that would reasonably be expected any default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries which is likely to result in have a Material Adverse Effect and Effect; (iii) any litigation or governmental proceeding of the type described in clause (i) or (ii) of Section 5.5; and (iv) any other development circumstance that results in, or would reasonably be expected to result in, has had a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information Documents required to be delivered pursuant to this Section 6.6 (to the clauses above extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically to the Administrative Agent for distribution to the Lenders and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower delivers electronic copies thereof to the Administrative Agent , posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall have been posted provides a link thereto on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx the website address listed on Schedule 9.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such other address as the Company shall provide documents to the Lenders) Administrative Agent or any Lender that delivers a written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent on an IntraLinks or similar site to such Lender and (y) the Borrower shall notify (which the Lenders have been granted access may be by facsimile or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to mail) the Administrative Agent and each Lender providing notice of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such posting or availability)documents. Each of The Administrative Agent shall deliver any documents delivered to it by the financial statements furnished Borrower pursuant to Section 6.6 to the Lenders pursuant either electronically or by posting such documents on an Internet or intranet website, if any, to subsections which each Lender and the Administrative Agent have access (a) and (b) of this Section 5.05 whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance the Borrower shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer required to provide paper copies of the CompanyCompliance Certificates required by Section 6.6(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Reports and Other Information. The Company will(a) Holdings and the other Note Parties, and will cause each Subsidiary toas applicable, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Trustee: (1) not later than the earlier of (x) sixty days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and their respective duly authorized representatives (y) five days after the date Holdings is required to file (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-Q with respect to each of such information respecting fiscal quarters, the business consolidated balance sheet of the Consolidated Group as at the end of such fiscal quarter and the related consolidated statements of income and retained earnings and of cash flows for such fiscal quarter and for the portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and certified by the chief financial officer of Holdings, that they fairly present in all material respects the financial condition of the Company Consolidated Group as of the dates indicated and the Subsidiaries as they may reasonably requestresults of their operations and changes in their cash flows for the periods indicated (publicly filing Holdings’ Form 10-Q with the SEC in any event will satisfy the requirements of this clause (1), and shall be deemed furnished and delivered on the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such successor webpage of the SEC thereto; and without any request will furnish provided, however, the Trustee shall have no obligation whatsoever to the Administrative Agent, which will make determine whether or not such materials are available by means of electronic posting to each Lender:on such website)); (a2) within 15 not later than the earlier of (x) 120 days after the end of each fiscal year of Holdings and (y) five days after the date the Company Holdings is required to file a (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-K for any with respect to such fiscal year with year, the SEC, its audited consolidated balance sheet of the Consolidated Group as at the end of such fiscal year and the related consolidated statements of operations, stockholders’ equity income and retained earnings and of cash flows for such fiscal year and setting forth consolidated comparative figures as of the end of and for such year, setting forth in each case in comparative form the figures for the previous preceding fiscal year, all reported audited by an independent nationally-recognized accounting firm and in the form filed with the SEC (publicly filing Holdings’ Form 10-K with the SEC in any event will satisfy the requirements of this clause (2), and shall be deemed furnished and delivered on by Ernst & Young LLP the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations successor webpage of the Company and its consolidated Subsidiaries SEC thereto; provided, however, the Trustee shall have no obligation whatsoever to determine whether or not such materials are available on a consolidated basis in accordance with GAAP consistently appliedsuch website)); (b3) within 15 not later than 75 days after the end of each date of the Company is required to file a report on Form 10-Q for any first three fiscal quarter with quarters of each fiscal year of Holdings, the Securities and Exchange Commission, its unaudited consolidated balance sheet of the Collateral Rig Owner and related statements of operations, stockholders’ equity and cash flows the Collateral Rig Operator as of at the end of such fiscal quarter and the related consolidated statements of income for such fiscal quarter and for the then elapsed portion of the fiscal yearyear ended with the last day of such fiscal quarter, setting forth which shall be prepared in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition a manner consistent with Holdings’ quarterly internal reporting processes and results of operations of the Company and its consolidated Subsidiaries will generally be based on a consolidated basis GAAP principles but need not be prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoGAAP; and (h4) on not later than 120 days after the third Business Day prior to any EC Payment Dateend of each fiscal year of Holdings, a certificate demonstrating compliance with Section 6.07 as the unaudited consolidated balance sheet of the Collateral Rig Owner and the Collateral Rig Operator as at the end of such fiscal year and the related Liquidity Determination Dateconsolidated statements of income for such fiscal year, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above which shall be deemed to have been delivered if such information, or one or more prepared in a manner consistent with Holdings’ annual or quarterly reports containing such information, shall have been posted internal reporting processes and will generally be based on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall GAAP principles but need not be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate prepared in substantially the form of Exhibit E signed by a Financial Officer of the Companyaccordance with GAAP.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders' equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower's Chief Financial Officer, subject to normal Vice-President- Controller or Vice-President- Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments adjustments); provided that if Borrower files a Form 10-Q for the applicable quarterly period, and such quarterly report contains the absence financial statements and certifications described above, the Borrower may satisfy the requirements of footnotes;this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Lender. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Chief Financial Officer, Vice President - Controller or Vice-President-Treasurer of the Borrower. (c) concurrently with Borrower will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer event within five Business Days after an officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) any Default or Event of Default of which the occurrence Borrower has knowledge, including in such notice a description of any the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the filing or commencement opinion of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that Borrower could reasonably be expected to result in have a Material Adverse Effect; . (iiid) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect Promptly upon their becoming available, and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer without duplication of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information other materials required to be delivered pursuant to this Agreement, the clauses above shall be deemed Borrower will deliver (via email or otherwise) to have been delivered the Administrative Agent, with copies for each Lender copies of all registration statements, regular periodic reports, if such informationany, and SEC Disclosure Documents which Nicor or one or more annual or quarterly reports containing such information, the Borrower shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of filed with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (or any governmental agency substituted therefor) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and a confirming electronic correspondence shall have been delivered or caused without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent and Agent, with copies for each Lender providing notice copies of such posting or availability). Each all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the financial statements furnished institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the Lenders pursuant PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to subsections any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (ag) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially From time to time such other information regarding the form of Exhibit E signed by a Financial Officer business or financial condition of the CompanyBorrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. (a) The Company will, and Parent will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Parent and the its Subsidiaries as they any Lender may reasonably request; and without any request request, the Parent will furnish to each of the Administrative Agent, which will make available by means of electronic posting following to each Lender: (ai) within 15 days of each date the Company is required to file unless included in a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for delivered pursuant to clause (a)(iv) below as soon as available, and in any event no later than 60 days after the last day of each first three fiscal quarter with quarterly periods of each fiscal year of the Securities and Exchange CommissionParent, its a copy of the consolidated balance sheet of the Parent and related its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of operationsincome, stockholders’ equity retained earnings, and cash flows as of the end of Parent and its Subsidiaries for such fiscal quarter and the then elapsed portion of for the fiscal year-to-date period then ended, setting forth each in each case reasonable detail showing in comparative form the figures for the corresponding date and period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified prepared by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis Parent in accordance with GAAP consistently applied, (subject to normal the absence of footnote disclosures and year-end audit adjustments adjustments) and certified to by its chief financial officer or another officer of the absence of footnotesParent acceptable to the Administrative Agent; (cii) concurrently with unless included in a Form 10-K delivered pursuant to clause (a)(iv) below as soon as available, and in any delivery event no later than 90 days after the last day of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income, retained earnings, and cash flows of the Parent and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures as of the end of and for the previous fiscal year, accompanied by an unqualified opinion of independent public accountants of recognized national standing selected by the Borrower, to the effect that the consolidated financial statements under clause have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the Parent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (aiii) within the period provided in subsection (ii) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default with respect to Sections 7.11, 7.15, and 7.16 hereof or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; (iv) each financial statement required to be furnished to the Lenders pursuant to subsection (i) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in this Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, 7.6 shall be accompanied by copies of all proxy statements, financial statements and reports the Parent sent to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials the Parent filed by with the Company SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchangeexchanges: (A) in the case of the financial statements required to be furnished pursuant to subsection (i) above, during or distributed in respect of the fiscal quarter covered by such financial statements and (B) in the case of the financial statements required to be furnished pursuant to subsection (ii) above, during or in respect of the last fiscal quarter covered by such financial statements; and (v) within 90 days after the beginning of each fiscal year of the Parent an operating budget, including an income statement, for the Parent and its Subsidiaries for such fiscal year of the Parent. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of Section 7.6(a) hereof shall be accompanied by a Compliance Certificate signed by the Company to its shareholders generallyParent’s chief financial officer, as treasurer or controller showing the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or Parent’s compliance with the terms covenants set forth in Sections 7.14(k), 7.15, and 7.16 hereof. (c) The Parent will promptly (and in any event within three Business Days after any of this Agreementthe President, as chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;: (f) prompt written notice (including a description in reasonable detail) of (i) of the occurrence of any Change of Control, Default or Event of Default; ; (ii) the filing or commencement of any action, suit default or proceeding by or before event of default under any arbitrator or Governmental Authority against Contractual Obligation of the Company, any Subsidiary Parent or any Affiliate thereof that could of its Subsidiaries, except for a default or event of default which is not reasonably expected to have a Material Adverse Effect; (iii) of the occurrence of an event or condition which would reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and and (iv) of any other development that results in, litigation or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer governmental proceeding of the Company setting forth a summary type described in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company5.5 hereof.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Administrative Agent and the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender or the Administrative Agent may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, each of the following (which will make available by means of electronic posting the Administrative Agent shall forward to each Lender:the Lenders): (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with the SECof Borrower, its audited consolidated balance sheet and related statements of operationsincome, common stockholders’ equity and cash flows as of Borrower for such year and the related consolidated balance sheet and statement of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to the Administrative Agent; 1663651.11-New York Server 7A - MSW (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower’s Chief Financial Officer, subject to normal Vice President-Controller or Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Borrower files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed by certifications described above, the Company or any Subsidiary with Borrower may satisfy the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms requirements of this Agreement, as Section 7.6(a)(ii) by delivering a copy of such quarterly report to the Administrative Agent, any Issuing Bank or any Lender acting through . (b) Each financial statement furnished to the Administrative Agent may reasonably request; pursuant to subsection (f) prompt written notice (including a description in reasonable detaila) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President – Controller or other executive officer Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsBorrower. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which the Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the CompanyNicor’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) the Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by a compliance certificate 7.6 to any Lender that requests such delivery. (c) Borrower will promptly (and in substantially the form of Exhibit E signed by a Financial Officer any event within five Business Days after an officer of the CompanyBorrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which the Borrower has knowledge, including in such notice a description of the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of the Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which the 1663651.11-New York Server 7A - MSW Borrower (or, prior to the Merger Effective Date, Nicor) shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of the Borrower (or, prior to the Merger Effective Date, Nicor) generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent copies of all financial statements, reports and proxy statements so mailed (which the Administrative Agent shall forward to the Lenders). (f) Immediately upon becoming aware of the institution of any steps by the Borrower (or, prior to the Merger Effective Date, Nicor), or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 303(k) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower (or, prior to the Merger Effective Date, Nicor) furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower (or, prior to the Merger Effective Date, Nicor) of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower (or, prior to the Merger Effective Date, Nicor) with respect to any post-retirement Welfare Plan benefit, the Borrower will deliver to the Administrative Agent notice thereof and copies of all documentation relating thereto which the Administrative Agent shall forward to the Lenders.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the Subsidiaries its subsidiaries as they any Bank may reasonably request; and without any request request, the Borrower will furnish to each of the Administrative Agent, which will make available by means of electronic posting following to each LenderBank: (ai) within 15 120 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECBorrower, its (A) a copy of the Borrower's audited financial statements for such fiscal year, including the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and Borrower for such yearyear and the related statement of income and statement of cash flow, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on as certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of Borrower in accordance with GAAP with such audit) accountants unqualified opinion to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedthe consolidated financial position of the Borrower and its subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (B) a copy of the Borrower's unaudited consolidating financials for such fiscal year, including a consolidating unaudited balance sheet of the Borrower, and the related statement of income and shall use its best efforts to provide a statement of cash flow in a format acceptable to the Agent; all of the foregoing prepared by the Borrower in reasonable detail in accordance with GAAP and certified by the Borrower's chief financial officer, treasurer, vice president of finance or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby; (bii) within 15 60 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of after the end of and for such each of the first three quarterly fiscal quarter periods of the Borrower, a condensed consolidated unaudited balance sheet of the Borrower, and the then elapsed portion related statement of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods income and statement of (or, in the case of the balance sheetcash flow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower's chief financial officer, treasurer, vice president of finance or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (subject to normal year-year end adjustments): (iii) within the period provided in subsection (i) above, the written statement of the accountants who certified the audit adjustments report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the absence of footnotesexistence thereof; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower files with the SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, exchanges. (b) Each financial statement furnished to the Banks pursuant to subsection (i) or distributed (ii) of Section 7.6(a) shall be accompanied by (A) a written certificate signed by the Company Borrower's chief financial officer, vice president of finance, corporate controller or treasurer (i) to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) to the effect that the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), taking into account any amendments to such Section (including, without limitation, any amendments to the Schedules referenced therein) made after the date of this Agreement in accordance with its shareholders generallyprovisions and except as otherwise described therein, as (iii) notifying the case may be; Banks (ex) promptly following of any request therefor, such other information regarding the operations, business affairs and financial condition litigation or governmental proceeding of the Company type described in Section 5.5 hereof or (y) of any Subsidiary, or change in the information set forth on the Schedules hereto and (B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower's compliance with the terms of this Agreementcovenants set forth in Sections 7.9, as the Administrative Agent7.11, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;7.12 and 7.13 hereof. (fc) prompt written notice (including a description in reasonable detail) of The Borrower will (i) promptly (and in any event within three Business Days after an officer of the Borrower has knowledge thereof) give notice to the Agent and each Bank (x) of the occurrence of any Default; Default or Event of Default or (y) of any payment default or payment event of default aggregating $50,000,000 or more under any Contractual Obligation of the Borrower and (ii) the filing or commencement of promptly (and in any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive event within ten Business Days after an officer of the Company setting forth a summary in reasonable detail of the event or development requiring such Borrower has knowledge thereof) give notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice Bank of such posting any material adverse change in the business, operations, Property or availability). Each financial or other condition of the financial statements furnished to Borrower and its Subsidiaries (individually or in the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Companyaggregate).

Financial Reports and Other Information. The Company will(a) Holdings and the other Note Parties, and will cause each Subsidiary toas applicable, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Trustee: (1) not later than the earlier of (x) sixty days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and their respective duly authorized representatives (y) five days after the date Holdings is required to file (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-Q with respect to each of such information respecting fiscal quarters, the business consolidated balance sheet of the Consolidated Group as at the end of such fiscal quarter and the related consolidated statements of income and retained earnings and of cash flows for such fiscal quarter and for the portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and certified by the chief financial officer of Holdings, that they fairly present in all material respects the financial condition of the Company Consolidated Group as of the dates indicated and the Subsidiaries as they may reasonably requestresults of their operations and changes in their cash flows for the periods indicated (publicly filing Holdings’ Form 10-Q with the SEC in any event will satisfy the requirements of this clause (1), and shall be deemed furnished and delivered on the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such successor webpage of the SEC thereto; and without any request will furnish provided, however, the Trustee shall have no obligation whatsoever to the Administrative Agent, which will make determine whether or not such materials are available by means of electronic posting to each Lender:on such website)); (a2) within 15 not later than the earlier of (x) 120 days after the end of each fiscal year of Holdings and (y) five days after the date the Company Holdings is required to file a (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-K for any with respect to such fiscal year with year, the SEC, its audited consolidated balance sheet of the Consolidated Group as at the end of such fiscal year and the related consolidated statements of operations, stockholders’ equity income and retained earnings and of cash flows for such fiscal year and setting forth consolidated comparative figures as of the end of and for such year, setting forth in each case in comparative form the figures for the previous preceding fiscal year, all reported audited by an independent nationally-recognized accounting firm and in the form filed with the SEC (publicly filing Holdings’ Form 10-K with the SEC in any event will satisfy the requirements of this clause (2), and shall be deemed furnished and delivered on by Ernst & Young LLP the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations successor webpage of the Company and its consolidated Subsidiaries SEC thereto; provided, however, the Trustee shall have no obligation whatsoever to determine whether or not such materials are available on a consolidated basis in accordance with GAAP consistently appliedsuch website)); (b3) within 15 not later than 75 days after the end of each date of the Company is required to file a report on Form 10-Q for any first three fiscal quarter with quarters of each fiscal year of Holdings, the Securities and Exchange Commission, its unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows the Collateral Rig Owner as of at the end of such fiscal quarter and the related consolidated statements of income for such fiscal quarter and for the then elapsed portion of the fiscal yearyear ended with the last day of such fiscal quarter, setting forth which shall be prepared in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition a manner consistent with Holdings’ quarterly internal reporting processes and results of operations of the Company and its consolidated Subsidiaries will generally be based on a consolidated basis GAAP principles but need not be prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoGAAP; and (h4) on not later than 120 days after the third Business Day prior to any EC Payment Dateend of each fiscal year of Holdings, a certificate demonstrating compliance with Section 6.07 as the unaudited consolidated balance sheet of the Collateral Rig Owner as at the end of such fiscal year and the related Liquidity Determination Dateconsolidated statements of income for such fiscal year, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above which shall be deemed to have been delivered if such information, or one or more prepared in a manner consistent with Holdings’ annual or quarterly reports containing such information, shall have been posted internal reporting processes and will generally be based on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall GAAP principles but need not be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate prepared in substantially the form of Exhibit E signed by a Financial Officer of the Companyaccordance with GAAP.

Financial Reports and Other Information. The Company will, and (a) Each Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Administrative Agent and the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrowers and the their Subsidiaries as they the Administrative Agent or any Lender may reasonably request; . The Borrowers shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, each of the following (which will make available by means of electronic posting the Administrative Agent shall forward to each Lender:the Lenders): (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with the SECof Nicor, its audited consolidated balance sheet and related statements of operationsincome, common stockholders’ equity and cash flows as of Nicor for such year and the related consolidated balance sheet and statement of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Nicor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Nicor files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Nicor may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to the Administrative Agent; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Nicor, consolidated statements of income of Nicor for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Nicor in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Nicor’s Chief Financial Officer, subject to normal Vice-President - Controller, or Vice President - Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Nicor files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed by certifications described above, the Company or any Subsidiary with Nicor may satisfy the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms requirements of this Agreement, as Section 7.6(a)(ii) by delivering a copy of such quarterly report to the Administrative Agent, any Issuing Bank or any Lender acting through . (b) Each financial statement furnished to the Administrative Agent may reasonably request; pursuant to subsection (f) prompt written notice (including a description in reasonable detaila) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President – Controller, or other executive officer Vice President - Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsNicor. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which a Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the Company’s Nicor's website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) a Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by 7.6 to any Lender that requests such delivery. (c) Borrowers will promptly (and in any event within five Business Days after an officer of a compliance certificate Borrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which either Borrower has knowledge, including in substantially the form of Exhibit E signed by such notice a Financial Officer description of the Companysame in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of a Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, each Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which either Borrower shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, Nicor will deliver to the Administrative Agent copies of all financial statements, reports and proxy statements so mailed (which the Administrative Agent shall forward to the Lenders). (f) Immediately upon becoming aware of the institution of any steps by Nicor or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that either Borrower furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by either Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of either Borrower with respect to any post-retirement Welfare Plan benefit, the Borrower will deliver notice thereof and copies of all documentation relating thereto which the Administrative Agent shall forward to the Lenders.

Financial Reports and Other Information. The Company will, and Parent will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Administrative Agent on behalf of the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Parent and the its Subsidiaries as they the Administrative Agent or any Lender through the Administrative Agent may reasonably request; and without any request request, the Parent will furnish each of the following to the Administrative Agent, Agent (which will make available by means of electronic posting to each Lender: (a) within 15 days of each date the Company is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for shall promptly furnish such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as information to the scope of such auditLenders): (i) to the effect that such consolidated financial statements present fairly unless included in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any delivered pursuant to clause (a)(iii) below, no later than 45 days after the last day of each first three fiscal quarter with quarterly periods of each fiscal year of the Securities and Exchange CommissionParent, its a copy of the consolidated balance sheet of the Parent and related its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of operationsincome, stockholders’ equity retained earnings, and cash flows as of the end of Parent and its Subsidiaries for such fiscal quarter and the then elapsed portion of for the fiscal year-to-date period then ended, setting forth each in each case reasonable detail showing in comparative form the figures for the corresponding date and period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified prepared by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis Parent in accordance with GAAP consistently applied, (subject to normal the absence of footnote disclosures and year-end audit adjustments adjustments) and the absence of footnotes; (c) concurrently with any delivery of certified to by its chief financial statements under clause (a) officer or (b) above, a certificate of a Financial Officer another officer of the Company (i) certifying as Parent acceptable to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, Administrative Agent; (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 unless included in a Form 10-K delivered pursuant to clause (a)(iii) below, no later than 90 days after the last day of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and 6.06 its Subsidiaries as of the last day of the fiscal year then ended and setting forth the consolidated statements of income, retained earnings, and cash flows of the Parent and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail computations showing in comparative form the figures as of the ratio end of Consolidated Net Indebtedness and for the previous fiscal year, accompanied by an unqualified opinion of independent public accountants of recognized national standing selected by the Borrower, to Consolidated EBITDAthe effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the Parent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the ratio of Consolidated EBITDA to Consolidated Net Interest Expense accounting records and Consolidated Net Tangible Assets such other auditing procedures as were considered necessary in the circumstances; and (iii) stating whether any change in GAAP each financial statement required to be furnished to the Lenders pursuant to subsection (i) or in the application thereof has occurred since the date (ii) of the audited financial statements referred to in this Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, 7.6 shall be accompanied by copies of all proxy statements, financial statements and reports the Parent sent to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials the Parent filed by with the Company SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as exchanges: (A) in the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements required to be furnished to the Lenders pursuant to subsections subsection (ai) above, during or in respect of the fiscal quarter covered by such financial statements and (bB) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer case of the Companyfinancial statements required to be furnished pursuant to subsection (ii) above, during or in respect of the last fiscal quarter covered by such financial statements.

Financial Reports and Other Information. The Company willFurnish, in form and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish substance reasonably satisfactory to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) within 15 a full and complete report of Borrower's and its Subsidiaries' consolidated financial condition at least once during each 12-month period during the term hereof but in no event later than 120 days of each date the Company is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of after the end of and for such yeareach fiscal year of Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing which shall include (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditi) to the effect that such consolidated annual financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries prepared on a consolidated basis in accordance with GAAP consistently applied; and audited by independent public accountants selected by Borrower and reasonably acceptable to Lender, accompanied by an opinion of such accountants reasonably acceptable to Lender, and (ii) unaudited annual consolidating financial statements of Borrower and its Subsidiaries; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related unaudited quarterly financial statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries prepared on a consolidated basis in accordance with GAAP consistently appliedwhich shall include a balance sheet, subject to normal a statement of income and a statement of cash flows for such quarter and year-to-date with comparisons to budget for such quarter and year-to-date, within 60 days after the end audit adjustments and the absence of footnotes; each fiscal quarter of Borrower; (c) concurrently with any delivery quarterly management or statistical reports which shall include subscriber, penetration, coverage and other operating statistics, within 60 days after the end of financial statements under clause (a) or (b) above, a certificate each fiscal quarter of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; Borrower; (d) promptly after the same become publicly availablean operating budget, copies of all periodic capital budget and other reports (including all reports on Form updated 10-Kyear financial projections, Form 10-Q and Form 8-K), proxy statements and other materials filed by prior to the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all beginning of the functions each fiscal year of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; Borrower; (e) promptly following any request therefor, such other information regarding information, reports or statements concerning the operations, business affairs and and/or financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, Borrower and its Subsidiaries as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; request from time to time; and (f) prompt written notice (including a description in reasonable detail) promptly upon their becoming available, information regarding any and all material changes or modifications of (i) the occurrence of any Default; (ii) the filing or commencement of any actionlicenses, suit or proceeding by or before any arbitrator or Governmental Authority against the Companypermits, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results incertifications, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment approvals and the payment requirements related thereto; and (h) on the third Business Day prior like necessary for Borrower to any EC Payment Date, own or operate its business or a certificate demonstrating compliance with Section 6.07 as substantial part of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Companyits business.

Financial Reports and Other Information. The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish deliver to the Administrative Agent, which will make available by means of electronic posting to Agent (with a copy for each Participating Lender:): (a) as soon as available and in any event within 15 120 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECBorrower, a copy of the annual audit report for such year for the Borrower and its audited Subsidiaries containing consolidated and consolidating balance sheet sheets of the Borrower and related statements of operationsits Subsidiaries, stockholders’ equity and cash flows as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Subsidiaries, for such fiscal year, setting forth in each case in comparative form accompanied by an opinion acceptable to the figures for the previous fiscal yearRequired Lenders by KPMG Xxxxxxxx Xxxxx, all reported on by Ernst & Young LLP S.C. or other independent public accountants of recognized national standing acceptable to the Required Lenders, together with (without i) a “going concern” certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with Mexican GAAP, such accounting firm has obtained no knowledge that a Default or like qualification Event of Default has occurred and is continuing, or exception if, in the opinion of such accounting firm a Default or Event of Default has occurred and without any qualification or exception is continuing, a statement as to the scope of such auditnature thereof and (ii) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Company (i) certifying as to whether a Borrower, stating that no Default or Event of Default has occurred since the date of the most recent certificate delivered under this paragraph andand is continuing or, if a Default or Event of Default has occurredoccurred and is continuing, specifying a statement as to the details nature thereof and any the action that the Borrower has taken or proposed and proposes to be taken take with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth ; provided that in reasonable detail computations the event of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in the Mexican GAAP or used in the application thereof has occurred since preparation of such financial statements, the date Borrower shall also provide, for informational purposes only, a statement of reconciliation conforming such financial statements to Mexican GAAP consistent with those applied in the preparation of the audited financial statements referred to in Section 3.04 and, if any 6.05 and provided further that all such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatedocuments will be prepared in English; (db) promptly as soon as available and in any event within 60 days after the same become publicly availableend of each of the first three quarters of each fiscal year of the Borrower, copies consolidated balance sheets of all periodic the Borrower and other reports (including all reports on Form 10-Kits Subsidiaries, Form 10-Q as of the end of such quarter and Form 8-K), proxy consolidated statements of income and other materials filed by cash flows of the Company or any Subsidiary Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the SECend of such quarter, or duly certified (subject to year-end audit adjustments) by any Governmental Authority succeeding to any or all Responsible Officer of the functions Borrower as having been prepared in accordance with Mexican GAAP and together with a certificate of said Commission, or with any national securities exchange, or distributed by a Responsible Officer of the Company to its shareholders generallyBorrower, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or to compliance with the terms of this AgreementAgreement and stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the Administrative Agent, any Issuing Bank or any Lender acting through nature thereof and the Administrative Agent may reasonably request; (f) prompt written notice (including a description action that the Borrower has taken and proposes to take with respect thereto; provided that in reasonable detail) of (i) the occurrence event of any Default; (ii) change in the filing or commencement Mexican GAAP used in the preparation of any actionsuch financial statements, suit or proceeding by or before any arbitrator or Governmental Authority against the CompanyBorrower shall also provide, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results infor informational purposes only, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer reconciliation conforming such financial statements to Mexican GAAP consistent with those applied in the preparation of the Company setting forth a summary financial statements referred to in reasonable detail of the event or development requiring Section 6.05 and provided further that all such notice and any action taken or proposed to documents will be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered prepared in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoEnglish; and (hc) on Together with the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be financials delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide Section 8.01(b) with respect to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website fiscal quarter ended June 30, 2005 only, a schedule of all Material Subsidiaries of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered Borrower, after giving effect to the Administrative Agent and each Lender providing notice acquisition of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyRMC Group p.l.c.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which in turn will make available by means of electronic posting deliver to each LenderBank, in form and detail satisfactory to the Administrative Agent, each of the following: (ai) within 15 90 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year of the Borrower, commencing with the SECfiscal year ending December 31, its audited 2021, a copy of the Borrower’s financial statements for such fiscal year, including the consolidated balance sheet of the Borrower and its Subsidiaries for such year and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows each as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without selected by the Borrower in accordance with GAAP with such accountants’ opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that such opinion shall not contain a “going concern” or like qualification or exception and without any or a qualification or exception as to arising out of the scope of such the audit) to , and provided, further, that if the effect that such consolidated financial statements present fairly in all material respects Borrower publicly files with the financial condition and results of operations of the Company and SEC its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a annual report on Form 10-Q K for any the applicable annual period, and such annual report contains the financial statements and accountants’ certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by such filing, subject to Section 7.6(b) hereof. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, commencing with the fiscal quarter with the Securities and Exchange Commissionending June 30, its 2021, a consolidated unaudited balance sheet of the Borrower and its Subsidiaries, and the related statements of operations, stockholders’ equity income and statements of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetflow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower’s chief executive officer, chief financial officer, corporate controller or treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby, provided that if the Borrower publicly files with the SEC a Form 10-Q for the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by such filing, subject to normal year-end audit adjustments and Section 7.6(b) hereof. Together with such information the absence of footnotesBorrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required consistent with past practices that in the course of their audit they have obtained no knowledge of certain Defaults or Events of Default, or, if such accountants have obtained knowledge of any such Default has occurred since or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateexistence thereof; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower or any of its non Wholly-Owned Subsidiaries that are Material Subsidiaries sends to its (or their, as applicable) shareholders, and subject to Section 7.6(b) hereof, copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoexchanges; and (hv) on or promptly after any time at which the third Business Day prior Borrower or any Subsidiary becomes subject to any EC Payment Datethe Beneficial Ownership Regulation, a certificate demonstrating compliance with Section 6.07 as of completed Beneficial Ownership Certification in form and substance acceptable to the related Liquidity Determination DateAdministrative Agent. (b) Any financial statement, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information report or registration statement required to be delivered furnished pursuant to the clauses above Section 7.6(a)(i), (ii) or (iv) hereof shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted furnished on the Company’s date on which the Administrative Agent receives notice that the Borrower has filed such financial statement, report or registration statement with the SEC and it is available on the XXXXX website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxx.xxx or such other address as the Company shall provide any successor government website that is freely and readily available to the Lenders) Administrative Agent and the Banks without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (which shall then give notice of any such filing to the Banks). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement, report or registration statement to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent. (c) Each financial statement furnished to the Administrative Agent on an IntraLinks pursuant to Section 7.6(a)(i) or similar site to which the Lenders have been granted access or (ii) hereof shall be available accompanied by (A) a written certificate signed by the Borrower’s chief executive officer, chief financial officer, corporate controller or treasurer to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the website date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), except as otherwise described therein, (B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower’s compliance with the covenant set forth in Section 7.17 hereof, and (C) a reasonably detailed description of any material change in any of the Securities material information set forth on Schedules 5.2 and Exchange Commission at xxxx://xxx.xxx.xxx 5.5 since the date of the last certificate delivered pursuant to clause (A) above. (d) The Borrower will promptly (and a confirming electronic correspondence shall have been delivered or caused to be delivered in any event within three (3) Business Days after an officer of the Borrower has knowledge thereof) give notice to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to have a Material Adverse Effect; (iii) of any event that would cause the representations and warranties set forth in Section 5.5 or Section 5.11 hereof to be untrue; (iv) of the entering into of any Long-Term Guaranties, and the Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee; (v) promptly, but within five (5) days after such change, written notice to the Lenders pursuant Administrative Agent of each change to subsections the Reference Rating; (avi) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; and (vii) promptly following request therefor, such information and (b) documentation reasonably requested by the Administrative Agent or any Bank for purposes of this Section 5.05 shall be accompanied by a compliance certificate in substantially with applicable “know your customer” requirements under the form of Exhibit E signed by a Financial Officer of PATRIOT Act or other applicable anti-money laundering laws or the CompanyBeneficial Ownership Regulation.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders’ equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower’s Chief Financial Officer, subject to normal Vice President-Controller or Vice President-Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Borrower files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding delivering a copy of such quarterly report to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;each Lender. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms Lenders pursuant to subsection (a) of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President – Controller or other executive officer Vice President-Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsBorrower. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which the Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the CompanyNicor’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) the Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by a compliance certificate 7.6 to any Lender that requests such delivery. (c) Borrower will promptly (and in substantially the form of Exhibit E signed by a Financial Officer any event within five Business Days after an officer of the CompanyBorrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which the Borrower has knowledge, including in such notice a description of the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of the Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which Nicor or the Borrower shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent, with copies for each Lender copies of all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (g) From time to time such other information regarding the business or financial condition of the Borrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders’ equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower’s Chief Financial Officer, subject to normal Vice President-Controller or Vice President-Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Borrower files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding delivering a copy of such quarterly report to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;each Lender. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms Lenders pursuant to subsection (a) of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President – Controller or other executive officer Vice President-Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsBorrower. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which the Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the CompanyNicor’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (wxx.xxxxx.xxx, at wxx.xxx.xxx/xxxxx/xxxxxxxxxxx/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) the Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by a compliance certificate 7.6 to any Lender that requests such delivery. (c) Borrower will promptly (and in substantially the form of Exhibit E signed by a Financial Officer any event within five Business Days after an officer of the CompanyBorrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which the Borrower has knowledge, including in such notice a description of the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of the Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which Nicor or the Borrower shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent, with copies for each Lender copies of all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (g) From time to time such other information regarding the business or financial condition of the Borrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, which will make available by means with copies for each Lender in form and substance satisfactory to them, each of electronic posting to each Lenderthe following: (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of Borrower, consolidated statements of income, common stockholders' 28 equity, cash flows, and income taxes of Borrower for such year and the SEC, its audited related consolidated balance sheet and related statements statement of operations, stockholders’ equity and cash flows as of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Lender; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently applied, subject to normal and certified by Borrower's chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments adjustments); provided that if Borrower files a Form 10-Q for the applicable quarterly period, and such quarterly report contains the absence financial statements and certifications described above, the Borrower may satisfy the requirements of footnotes;this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Lender. (b) Each financial statement furnished to the Lenders pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Chief Financial Officer or Vice President - Controller of the Borrower. (c) concurrently with Borrower will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer event within five Business Days after an officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) any Default or Event of Default of which the occurrence Borrower has knowledge, including in such notice a description of any the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the filing or commencement opinion of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that Borrower could reasonably be expected to result in have a Material Adverse Effect; . (iiid) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect Promptly upon their becoming available, and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer without duplication of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information other materials required to be delivered pursuant to this Agreement, the clauses above shall be deemed Borrower will deliver (via email or otherwise) to have been delivered the Administrative Agent, with copies for each Lender copies of all registration statements, regular periodic reports, if such informationany, and SEC Disclosure Documents which Nicor or one or more annual or quarterly reports containing such information, the Borrower shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of filed with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (or any governmental agency substituted therefor) or any national securities exchange. 29 (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and a confirming electronic correspondence shall have been delivered or caused without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent and Agent, with copies for each Lender providing notice copies of such posting or availability). Each all financial statements, reports and proxy statements so mailed. (f) Immediately upon becoming aware of the financial statements furnished institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the Lenders pursuant PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to subsections any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto. (ag) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially From time to time such other information regarding the form of Exhibit E signed by a Financial Officer business or financial condition of the CompanyBorrower as the Administrative Agent or a Lender may reasonably request.

Financial Reports and Other Information. The Company Borrower will, and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) within 15 60 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Borrower, a report on copy of the Borrower’s Form 10-K for any fiscal year Q Report filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 120 days after the end of each date fiscal year of the Company is required to file Borrower, a report on copy of the Borrower’s Form 10-Q for any fiscal quarter K Report filed with the Securities and Exchange CommissionSEC, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as including a copy of the end annual report of the Borrower and the Subsidiaries for such fiscal quarter year with accompanying financial statements, prepared by the Borrower and the then elapsed portion audited and opined on by independent registered public accounting firm of the fiscal yearrecognized standing, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company or any Subsidiary Borrower files with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (ed) promptly following any a request therefor, such any documentation or other information regarding that a 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 operations, business affairs USA PATRIOT Act and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;Beneficial Ownership Regulation; and (fi) prompt written promptly after the Borrower has knowledge thereof, notice (including a description in reasonable detail) of (i) the occurrence of any Default; Default or Event of Default and (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four five Business Days after the Company or any Subsidiary receives Borrower has knowledge thereof, notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior change to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as rating of the related Liquidity Determination DateIndex Debt by S&P, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, Moody’s or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability)Fitch. Each of the financial statements furnished to the Lenders pursuant to subsections clauses (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyBorrower. If the Borrower is no longer required to file Form 10-Q and 10-K Reports with the SEC, the Borrower will nevertheless furnish to the Lenders at the times herein above set forth all the financial and other information that would have comprised such filings. Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which (i) such information has been publicly posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxx.xxx or is publicly available at xxxx://xxx.xxx.xxx or (ii) such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent or each Lender have access (whether a commercial, third-party website or whether made available by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain copies of any information required to be delivered pursuant to this Section, and in any event shall have no responsibility to monitor compliance by the Borrower with any such required delivery, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Administrative Agent and the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Lender or the Administrative Agent may reasonably request; . The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and without any request will furnish detail satisfactory to the Administrative Agent, each of the following (which will make available by means of electronic posting the Administrative Agent shall forward to each Lender:the Lenders): (ai) as soon as available and in any event within 15 95 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with the SECof Borrower, its audited consolidated balance sheet and related statements of operationsincome, common stockholders’ equity and cash flows as of Borrower for such year and the related consolidated balance sheet and statement of capitalization at the end of and for such year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on and accompanied by Ernst & Young LLP or other an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to standing, which opinion shall state that said financial statements fairly present the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date as at the Company is required to file a end of, and for, such fiscal year, and otherwise be without any Impermissible Qualification; provided that if Borrower files its annual report on Form 10-Q K for the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to the Administrative Agent; (ii) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarter with quarterly periods of each fiscal year of Borrower, consolidated statements of income of Borrower for such period and for the Securities period from the beginning of the respective fiscal year to the end of such period, and Exchange Commissionconsolidated cash flows for the period from the beginning of the respective fiscal year to the end of such period, its and the related consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of and for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail in accordance with GAAP consistently appliedand certified by Borrower’s Chief Financial Officer, subject to normal Vice President-Controller or Vice President-Treasurer as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby (except for the absence of footnotes and year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, adjustments); provided that if Borrower files a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q for the applicable quarterly period, and Form 8-K), proxy such quarterly report contains the financial statements and other materials filed by certifications described above, the Company or any Subsidiary with Borrower may satisfy the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms requirements of this Agreement, as Section 7.6(a)(ii) by delivering a copy of such quarterly report to the Administrative Agent, any Issuing Bank or any Lender acting through . (b) Each financial statement furnished to the Administrative Agent may reasonably request; pursuant to subsection (f) prompt written notice (including a description in reasonable detaila) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Exhibit B hereto signed by the Chief Financial Officer Officer, Vice President – Controller or other executive officer Vice President-Treasurer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash EquivalentsBorrower. Information required to be delivered pursuant to the clauses above subsections (a), (d) and (e) of this Section 7.6 shall be deemed to have been delivered if on the date on which the Borrower provides notice to the Administrative Agent (via email or otherwise) that such information, or one or more annual or quarterly reports containing such information, shall have information has been posted on the CompanyNicor’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such other address as the Company shall provide to the Lenders) or notice and accessible by the Administrative Agent on an IntraLinks or similar site to which Lenders without charge, provided that (i) such notice may be included in a Compliance Certificate in the Lenders have been granted access or form of Exhibit B and (ii) the Borrower shall be available on the website deliver paper copies of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused information required to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a), (d) and (be) of this Section 5.05 shall be accompanied by a compliance certificate 7.6 to any Lender that requests such delivery. (c) Borrower will promptly (and in substantially the form of Exhibit E signed by a Financial Officer any event within five Business Days after an officer of the CompanyBorrower has knowledge thereof) give notice to the Administrative Agent of (i) any Default or Event of Default of which the Borrower has knowledge, including in such notice a description of the same in reasonable detail, and indicating what action is being undertaken with respect to such Default or Event of Default; and (ii) any event or condition which in the opinion of the Borrower could reasonably be expected to have a Material Adverse Effect. (d) Promptly upon their becoming available, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver (via email or otherwise) to the Administrative Agent, with copies for each Lender copies of all registration statements and regular periodic reports, if any, which Nicor or the Borrower shall have filed with the SEC (or any governmental agency substituted therefore) or any national securities exchange. (e) Promptly upon the mailing thereof to the shareholders of Nicor or the Borrower generally, and without duplication of the other materials required to be delivered pursuant to this Agreement, the Borrower will deliver to the Administrative Agent copies of all financial statements, reports and proxy statements so mailed (which the Administrative Agent shall forward to the Lenders). (f) Immediately upon becoming aware of the institution of any steps by Nicor, the Borrower, or any other Person to terminate any Pension Plan or the complete or partial withdrawal from any Pension Plan by Nicor or any member of its Controlled Group which could result in a liability to Nicor or any of its Subsidiaries of a liability in excess of $20,000,000, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000, or the taking of any action with respect to a Pension Plan which could result in the requirement that Nicor or the Borrower furnish a bond or other security to the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Nicor or the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of Nicor or the Borrower with respect to any post-retirement Welfare Plan benefit, the Borrower will deliver notice thereof and copies of all documentation relating thereto which the Administrative Agent shall forward to the Lenders.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request request, the Borrower will furnish to each of the Administrative Agent, which will make available by means of electronic posting following to each LenderBank: (a) i. within 15 120 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECBorrower, its audited a copy of the Borrower's financial statements for such fiscal year, including the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and Borrower for such yearyear and the related statement of income and statement of cash flow, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on as certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of Borrower in accordance with GAAP with such audit) accountants' opinion to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition and results of operations position of the Company and its consolidated Subsidiaries on as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; ii. within 60 days after the end of each of the first three quarterly fiscal periods of the Borrower, a consolidated basis unaudited balance sheet of the Borrower, and the related statement of income and statement of cash flow, as of the close of such period, all of the foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently applied;and certified by the Borrower's chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby; and (b) iii. within 15 5 days of each date the Company is required to file after Borrower files a report on Form 10form 8-Q for any fiscal quarter K with the Securities and Exchange CommissionSEC, its consolidated balance sheet and related a copy of said form 8-K. Each financial statement furnished to the Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by the Borrower's chief financial officer or an assistant corporate controller to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of operations, stockholders’ equity and cash flows as of the end of and for Default has occurred during such fiscal quarter and the then elapsed portion of the fiscal yearperiod, setting forth in each case in comparative form a description of such Default or Event of Default and specifying the figures for action, if any, taken by the corresponding period or periods of Borrower to remedy the same, and (or, B) a Compliance Certificate in the case form of Exhibit B hereto showing the balance sheetBorrower's compliance with the covenants set forth in Sections 7.9, as of the end of) the previous fiscal year7.11, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition 7.12, 7.14 through 7.17 and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;Section 7.22 hereof. (c) concurrently with The Borrower will promptly (and in any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer event within five Business Days after an officer of the Company (iBorrower has knowledge thereof) certifying as give notice to whether a Default has occurred since the date Agent and each Bank of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default or Event of Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company...

Financial Reports and Other Information. The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish deliver to the Administrative Agent, which will make available by means of electronic posting to Agent (with a copy for each Lender:): (a) as soon as available and in any event within 15 120 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECParent, a copy of the annual audit report for such year for the Parent and its audited Subsidiaries containing consolidated and consolidating balance sheet sheets of the Parent and related statements of operationsits Subsidiaries, stockholders’ equity and cash flows as of the end of such fiscal year and consolidated statements of income and cash flows of the Parent and its Subsidiaries, for such fiscal year, setting forth in each case in comparative form accompanied by an opinion acceptable to the figures for the previous fiscal yearRequired Lenders by KPMG Xxxxxxxx Xxxxx, all reported on by Ernst & Young LLP S.C. or other independent public accountants of recognized national standing acceptable to the Required Lenders, together with (without i) a “going concern” certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with Applicable GAAP, such accounting firm has obtained no knowledge that a Default or like qualification Event of Default has occurred and is continuing, or exception if, in the opinion of such accounting firm a Default or Event of Default has occurred and without any qualification or exception is continuing, a statement as to the scope of such auditnature thereof and (ii) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Company (i) certifying as to whether a Parent, stating that no Default or Event of Default has occurred since the date of the most recent certificate delivered under this paragraph andand is continuing or, if a Default or Event of Default has occurredoccurred and is continuing, specifying a statement as to the details nature thereof and any the action that the Credit Parties have taken or proposed and proposes to be taken take with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth ; provided that in reasonable detail computations the event of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in the Applicable GAAP or used in the application thereof has occurred since preparation of such financial statements, the date Parent shall also provide, for informational purposes only, a statement of reconciliation conforming such financial statements to Applicable GAAP consistent with those applied in the preparation of the audited financial statements referred to in Section 3.04 4.01(b) of the Dutch Loan “A” Agreement and provided further that all such documents will be prepared in English; and (b) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, if any such change has occurredconsolidated balance sheets of the Parent and its Subsidiaries, specifying as of the effect end of such change on quarter and consolidated statements of income and cash flows of the financial statements accompanying such certificate; (d) promptly after Parent and its Subsidiaries for the same become publicly available, copies period commencing at the end of all periodic the previous fiscal year and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary ending with the SECend of such quarter, or duly certified (subject to year-end audit adjustments) by any Governmental Authority succeeding to any or all Responsible Officer of the functions Parent as having been prepared in accordance with Applicable GAAP and together with a certificate of said Commission, or with any national securities exchange, or distributed by a Responsible Officer of the Company to its shareholders generallyParent, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or to compliance with the terms of this AgreementAgreement and stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the Administrative Agent, any Issuing Bank or any Lender acting through nature thereof and the Administrative Agent may reasonably request; (f) prompt written notice (including a description action that the Parent has taken and proposes to take with respect thereto; provided that in reasonable detail) of (i) the occurrence event of any Default; (ii) change in the filing or commencement Applicable GAAP used in the preparation of any actionsuch financial statements, suit or proceeding by or before any arbitrator or Governmental Authority against the CompanyParent shall also provide, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results infor informational purposes only, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of reconciliation conforming such financial statements to Applicable GAAP consistent with those applied in the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each preparation of the financial statements furnished referred to the Lenders pursuant to subsections (a) and (bin Section 4.01(b) of this Section 5.05 shall the Dutch Loan “A” Agreement and provided further that all such documents will be accompanied by a compliance certificate prepared in substantially the form of Exhibit E signed by a Financial Officer of the CompanyEnglish.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which in turn will make available by means of electronic posting deliver to each LenderBank, in form and detail satisfactory to the Administrative Agent, each of the following: (ai) within 15 90 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year of the Borrower, commencing with the SECfiscal year ending December 31, its audited 2013, a copy of the Borrower financial statements for such fiscal year, including the consolidated balance sheet of the Borrower and its Subsidiaries for such year and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows each as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without selected by the Borrower in accordance with GAAP with such accountants’ opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that such opinion shall not contain a “going concern” or like qualification or exception and without any or a qualification or exception as to arising out of the scope of such the audit) to , and provided, further, that if the effect that such consolidated financial statements present fairly in all material respects Borrower publicly files with the financial condition and results of operations of the Company and SEC its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a annual report on Form 10-Q K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by such filing, subject to Section 7.6(b) hereof. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, commencing with the fiscal quarter with the Securities and Exchange Commissionending June 30, its 2013, a consolidated unaudited balance sheet of the Borrower and its Subsidiaries, and the related statements of operations, stockholders’ equity income and statements of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetflow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower’s chief executive officer, chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby, provided that if the Borrower publicly files with the SEC a Form 10-Q for the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by such filing, subject to normal year-end audit adjustments and Section 7.6(b) hereof. Together with such information the absence of footnotesBorrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required consistent with past practices that in the course of their audit they have obtained no knowledge of certain Defaults or Events of Default, or, if such accountants have obtained knowledge of any such Default has occurred since or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower or any of its non Wholly-Owned Subsidiaries that are Material Subsidiaries sends to its (or their, as applicable) shareholders, and, subject to Section 7.6(b) hereof, copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request thereforAny financial statement, such other information regarding the operationsreport or registration statement required to be furnished pursuant to Section 7.6(a)(i), business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above hereof shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted furnished on the Company’s date on which the Administrative Agent receives notice that the Borrower has filed such financial statement, report or registration statement with the SEC and it is available on the XXXXX website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxx.xxx or such other address as the Company shall provide any successor government website that is freely and readily available to the Lenders) Administrative Agent and the Banks without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (which shall then give notice of any such filing to the Banks). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement, report or registration statement to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent. (c) Each financial statement furnished to the Administrative Agent on an IntraLinks pursuant to Section 7.6(a)(i) or similar site to which the Lenders have been granted access or (ii) hereof shall be available accompanied by (A) a written certificate signed by the Borrower’s chief executive officer, chief financial officer or corporate controller to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the website date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), except as otherwise described therein, (B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower’s compliance with the covenants set forth in Sections 7.9, 7.11, 7.12 and 7.14 through 7.18 hereof, and (C) a reasonably detailed description of any material change in any of the Securities material information set forth on Schedules 5.2, 5.5 and Exchange Commission at xxxx://xxx.xxx.xxx 5.11 since the date of the last certificate delivered pursuant to clause (A) above. (d) The Borrower will promptly (and a confirming electronic correspondence shall have been delivered or caused to be delivered in any event within three Business Days after an officer of the Borrower has knowledge thereof) give notice to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any (x) litigation or governmental proceeding of the Companytype described in Section 5.5 hereof or (y) environmental or other matters of the type described in Section 5.11 hereof; and (iv) of the entering into of any Long-Term Guaranties, and the Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they the Agent may reasonably request (each Bank to have the right to require the Agent make such request); and without any request request, the Borrower will furnish each of the following to the Administrative Agent, with sufficient copies for each Bank, (which will make available by means of electronic posting the Agent shall promptly distribute to each Lender:Bank): (ai) within 15 50 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Borrower, a report on copy of the Borrower's Form 10-Q Report filed with the SEC; (ii) within 95 days after the end of each fiscal year of the Borrower, a copy of the Borrower's Form 10-K for any fiscal year Report filed with the SEC, its audited consolidated balance sheet prepared by the Borrower and related containing as an Exhibit thereto the Borrower's financial statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on year as certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of Borrower with such audit) accountants' unqualified opinion to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedthe consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (biii) within 15 60 days after the end of each date fourth quarterly fiscal period of the Company is required to file a report on Form 10-Q for any fiscal quarter with Borrower, copies of the Securities and Exchange Commission, its consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end close of such period and the consolidated statement of income of the Borrower and its Subsidiaries for such fiscal quarter and the then elapsed portion period, all of the fiscal year, setting forth foregoing prepared by the Borrower in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis reasonable detail generally in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and certified by the Borrower's chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the absence results of footnotesoperations for the periods covered thereby; (civ) concurrently with any delivery of financial statements under clause (a) or (b) abovenot later than 10 days after the receipt thereof, a certificate copy of a Financial Officer of any management letters on internal accounting controls for the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph Borrower prepared by its independent public accountants; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (dv) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower sends to its shareholders, and copies of all other regular, periodic and other special reports (including all reports on other than SEC Form 10-K3, Form 10-Q 4, Form 5, Form S-8 or similar administrative reports) and Form 8-K), proxy all registration statements and other materials filed by the Company Borrower files with the SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchangeexchanges; and (vi) updated Schedules 7.2, 7.5 and 7.11 along with the financial statements delivered under subsection (i) or distributed (ii) above, as applicable, for any calendar quarter during which there is a change in any of the facts specified in such Schedules 7.2, 7.5 and 7.11 hereto, as then most recently updated. (b) Each financial statement furnished to the Agent pursuant to subsection (i), (ii) or (iii) of this Section 9.6 shall be accompanied by (A) a written certificate signed by the Company Borrower's chief financial officer or corporate controller to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same and containing a description of new Debt (other than credit extended under this Agreement) aggregating in excess of $10,000,000 incurred by the Borrower or any Subsidiary during any such period; and (B) a Compliance Certificate in the form of Exhibit D hereto showing the Borrower's compliance with the covenants set forth in Sections 9.14(k), 9.15, 9.16 and 9.17 hereof. The Agent shall promptly after its shareholders generallyreceipt furnish copies of such certificates to each Bank. In the event the Borrower is no longer required to file Form 10-Q and 10-K Reports with the SEC, as the case may beBorrower will nevertheless furnish to the Banks at the time hereinabove set forth all the financial and other information that would have comprised such filings. (c) The Borrower will promptly (and in any event within three Business Days after an executive officer of the Borrower has knowledge thereof) give notice to the Agent (which shall in turn provide a copy thereof to each Bank): (i) of the occurrence of any Change of Control Event, Default or Event of Default; (eii) promptly following of any request therefordefault or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries, such other information regarding except for a default or event of default which is not reasonably expected to have a material adverse effect on the business, operations, business affairs Property or financial or other condition of the Borrower and its Subsidiaries on a consolidated basis; (iii) of a material adverse change in the business, operations, Property or financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including Borrower and its Subsidiaries on a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoconsolidated basis; and (hiv) of any litigation or governmental proceeding of the type described in Section 7.5 hereof. (d) Without any request from the Agent or any Bank, the Borrower will furnish to the Agent, with sufficient copies for each Bank (which the Agent shall promptly distribute to each Bank), as soon as available, but in any event within 25 days following the close of each monthly accounting period of the Borrower (commencing with the monthly accounting period ending on the third Business Day prior to any EC Payment Dateor about April 30, 1997), a written certificate demonstrating compliance with Section 6.07 signed by the Borrower's chief financial officer or corporate controller showing in reasonable detail the computation of the Borrowing Base as of the related Liquidity Determination Dateclose of such monthly accounting period, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required such certificate to be delivered pursuant in form and substance reasonably acceptable to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyRequired Banks.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the Subsidiaries its subsidiaries as they any Bank may reasonably request; and without any request request, the Borrower will furnish to each of the Administrative Agent, which will make available by means of electronic posting following to each LenderBank: (ai) within 15 120 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECBorrower, its (A) a copy of the Borrower's audited financial statements for such fiscal year, including the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and Borrower for such yearyear and the related statement of income and statement of cash flow, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on as certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of Borrower in accordance with GAAP with such audit) accountants' unqualified opinion to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedthe consolidated financial position of the Borrower and its subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (B) a copy of the Borrower's unaudited consolidating financials for such fiscal year, including a consolidating unaudited balance sheet of the Borrower, and the related statement of income and shall use its best efforts to provide a statement of cash flow in a format acceptable to the Agent; all of the foregoing prepared by the Borrower in reasonable detail in accordance with GAAP and certified by the Borrower's chief financial officer, vice president of finance or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby; (bii) within 15 60 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of after the end of and for such each of the first three quarterly fiscal quarter periods of the Borrower, a condensed consolidated unaudited balance sheet of the Borrower, and the then elapsed portion related statement of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods income and statement of (or, in the case of the balance sheetcash flow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower's chief financial officer, subject to normal year-end audit adjustments vice president of finance or corporate controller as fairly presenting the financial condition as at the dates thereof and the absence results of footnotesoperations for the periods covered thereby; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateexistence thereof; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower files with the SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchangeexchanges. (b) Each financial statement furnished to the Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by the Borrower's chief financial officer, vice president of finance, or distributed corporate controller to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Company Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), taking into account any amendments to such Section (including, without limitation, any amendments to the Schedules referenced therein) made after the date of this Agreement in accordance with its shareholders generallyprovisions and except as otherwise described therein, as and (B) a Compliance Certificate in the case may be; (e) promptly following any request therefor, such other information regarding form of Exhibit C hereto showing the operations, business affairs and financial condition of the Company or any Subsidiary, or Borrower's compliance with the terms of this Agreementcovenants set forth in Sections 7.9, as the Administrative Agent7.11, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;7.12 and 7.13 hereof. (fc) prompt written The Borrower will promptly (and in any event within three Business Days after an officer of the Borrower has knowledge thereof) give notice (including a description in reasonable detail) of to the Agent and each Bank: (i) of the occurrence of any Default or Event of Default; ; (ii) the filing or commencement of any action, suit payment default or proceeding by payment event of default aggregating $20,000,000 or before more under any arbitrator or Governmental Authority against Contractual Obligation of the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; Borrower; (iii) the occurrence of any “prohibited transaction” material adverse change in the business, operations, Property or financial or other condition of the Borrower and its Subsidiaries (as defined individually or in ERISA) that would reasonably be expected to result in a Material Adverse Effect and the aggregate); (iv) of any other development that results in, litigation or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer governmental proceeding of the Company setting forth a summary type described in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoSection 5.5 hereof; and (hv) of any change in the information set forth on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanySchedules hereto.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent, which in turn will make available by means of electronic posting deliver to each LenderBank, in form and detail satisfactory to the Administrative Agent, each of the following: (ai) within 15 90 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year of the Borrower, commencing with the SECfiscal year ending December 31, its audited 2014, a copy of the Borrower’s financial statements for such fiscal year, including the consolidated balance sheet of the Borrower and its Subsidiaries for such year and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows each as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without selected by the Borrower in accordance with GAAP with such accountants’ opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that such opinion shall not contain a “going concern” or like qualification or exception and without any or a qualification or exception as to arising out of the scope of such the audit) to , and provided, further, that if the effect that such consolidated financial statements present fairly in all material respects Borrower publicly files with the financial condition and results of operations of the Company and SEC its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a annual report on Form 10-Q K for any the applicable annual period, and such annual report contains the financial statements and accountants’ certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by such filing, subject to Section 7.6(b) hereof. Together with such information the Borrower shall provide to the Administrative Agent such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, commencing with the fiscal quarter with the Securities and Exchange Commissionending June 30, its 2014, a consolidated unaudited balance sheet of the Borrower and its Subsidiaries, and the related statements of operations, stockholders’ equity income and statements of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetflow, as of the end of) the previous fiscal yearclose of such period, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by the Borrower in reasonable detail in accordance with GAAP consistently appliedand certified by the Borrower’s chief executive officer, chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of operations for the periods covered thereby, provided that if the Borrower publicly files with the SEC a Form 10-Q for the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by such filing, subject to normal year-end audit adjustments and Section 7.6(b) hereof. Together with such information the absence of footnotes;Borrower shall provide to the Administrative Agent such consolidating information as may benecessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof: (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required consistent with past practices that in the course of their audit they have obtained no knowledge of certain Defaults or Events of Default, or, if such accountants have obtained knowledge of any such Default has occurred since or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower or any of its non Wholly-Owned Subsidiaries that are Material Subsidiaries sends to its (or their, as applicable) shareholders, and subject to Section 7.6(b) hereof, copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request thereforAny financial statement, such other information regarding the operationsreport or registration statement required to be furnished pursuant to Section 7.6(a)(i), business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above hereof shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted furnished on the Company’s date on which the Banks receive notice that the Borrower has filed such financial statement, report or registration statement with the SEC and it is available on the XXXXX website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (xxx.xxx.xxx or such other address as the Company shall provide any successor government website that is freely and readily available to the Lenders) Administrative Agent and the Banks without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (which shall then give notice of any such filing to the Banks). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement, report or registration statement to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent on an IntraLinks Agent. (c) Each financial statement furnished to the Banks pursuant to Section 7.6(a)(i) or similar site to which the Lenders have been granted access or (ii) hereof shall be available accompanied by (A) a written certificate signed by the Borrower’s chief executive officer, chief financial officer or corporate controller to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the website date of such certificate (other than those made solely as of an earlier date, which need only remain true as of such date), except as otherwise described therein, (B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower’s compliance with the covenants set forth in Sections 7.9, 7.11, 7.12 and 7.14 through 7.18 hereof, and (C) a reasonably detailed description of any material change in any of the Securities material information set forth on Schedules 5.2, 5.5 and Exchange Commission at xxxx://xxx.xxx.xxx 5.11 since the date of the last certificate delivered pursuant clause (A) above. (d) The Borrower will promptly (and a confirming electronic correspondence shall have been delivered or caused to be delivered in any event within three (3) Business Days after an officer of the Borrower has knowledge thereof) give notice to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to have a Material Adverse Effect; (iii) of any (x) litigation or governmental proceeding of the type described in Section 5.5 hereof or (y) environmental or other matters of the type described in Section 5.11 hereof; (iv) of the entering into of any Long-Term Guaranties, and the Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee; and (v) promptly, but within five (5) days after such change, written notice to the Lenders pursuant Administrative Agent of each change to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyReference Rating.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will provide sufficient copies to the Agent to furnish to the Lenders and their respective duly authorized representatives such information respecting Banks which the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish Agent shall promptly forward to the Administrative Agent, which will make available by means of electronic posting to each LenderBanks: (ai) within 15 90 days after the end of each date the Company is required to file a report on Form 10-K for any fiscal year with of the SECBorrower, its audited a copy of the Borrower's financial statements for such fiscal year, including the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and Borrower for such yearyear and the related statement of income and statement of cash flow, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on as certified by Ernst & Young LLP or other independent public accountants of recognized national standing selected by the Borrower in accordance with GAAP with such accountants' opinion (without a “going concern” or like qualification or exception and without any qualification or exception as such opinion to the scope of such auditbe unqualified) to the effect that such consolidated the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedthe consolidated financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of promptly upon the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and filing thereof (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableany), copies of all periodic and other reports (including all reports on registration statements, Form 10-K, Form 10-Q and Form 8-K), K reports and proxy statements and other materials filed by which the Company Borrower or any Subsidiary files with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding successor agency; (iii) on or before the 20th day of each month (and concurrent with the delivery of the Borrowing Base Confirmation delivered pursuant to any or Section 7.6(a)(iv)), a consolidated unaudited balance sheet of the Borrower, and the related statement of income and statement of cash flow, as of the close of, and for, each calendar month, all of the functions foregoing prepared by the Borrower in reasonable detail in accordance with GAAP and certified by the Borrower's President, chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of said Commissionoperations for the periods covered thereby; (iv) as soon and frequently as available, and in any event at least monthly and within 20 days of the end of each calendar month, a Borrowing Base Confirmation showing the computation of the Borrowing Base in reasonable detail as of the close of business on the last day of the period covered thereby, together with such other information as is therein required, prepared by the Borrower and certified to by the President, chief financial officer or corporate controller of the Borrower; provided that, during the continuation of any Default or Event of Default, the Borrower will provide the foregoing Confirmation and information as often and in detail as requested by the Agent or the Required Banks; and (v) promptly after the sending or filing thereof, copies of all other regular, periodic and special reports and all registration statements the Borrower files with the SEC or any successor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) of this Section 7.6 shall be accompanied by a written certificate in the form attached hereto as Exhibit D signed by the Borrower's President, chief financial officer or corporate controller to the effect that no Default or Event of Default has occurred and is continuing during the period covered by such statements or, if any such Default or Event of Default has occurred and is continuing during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same. (c) The Borrower will promptly (and in any event within three Business Days after the President, chief executive, operation or financial officer or corporate controller of the Borrower has knowledge thereof) give notice to the Agent and each Bank: (i) of the occurrence of any Default or Event of Default; ; (ii) the filing or commencement of any action, suit default or proceeding by or before event of default under any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; Contractual Obligation (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that which would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, have a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer ) of the Company setting forth a summary in reasonable detail Borrower or any of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoits Subsidiaries; (giii) within four Business Days after of a Material Adverse Effect; (iv) of the Company or any Subsidiary receives notice institution of any judgment litigation or governmental proceeding of the type required to be described in Section 5.5 hereof; (v) of any Governmental Authority rendered material change in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and set forth on the payment requirements related theretoSchedules hereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (bvi) of this Section 5.05 shall be accompanied by a compliance certificate any material change in substantially the form accounting practices and of Exhibit E signed by a Financial Officer of the Companyany change in depreciation methods with respect to Revenue Equipment.

Financial Reports and Other Information. The Company will(a) Holdings and the other Note Parties, and will cause each Subsidiary toas applicable, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Trustee: (1) not later than the earlier of (x) sixty days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and their respective duly authorized representatives (y) five days after the date Holdings is required to file (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-Q with respect to each of such information respecting fiscal quarters, the business consolidated balance sheet of the Consolidated Group as at the end of such fiscal quarter and the related consolidated statements of income and retained earnings and of cash flows for such fiscal quarter and for the portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and certified by the chief financial officer of Holdings, that they fairly present in all material respects the financial condition of the Company Consolidated Group as of the dates indicated and the Subsidiaries as they may reasonably requestresults of their operations and changes in their cash flows for the periods indicated (publicly filing Holdings’ Form 10-Q with the SEC in any event will satisfy the requirements of this clause (1), and shall be deemed furnished and delivered on the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such successor webpage of the SEC thereto; and without any request will furnish provided, however, the Trustee shall have no obligation whatsoever to the Administrative Agent, which will make determine whether or not such materials are available by means of electronic posting to each Lender:on such website)); (a2) within 15 not later than the earlier of (x) 120 days after the end of each fiscal year of Holdings and (y) five days after the date the Company Holdings is required to file a (taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act) with the SEC its report on Form 10-K for any with respect to such fiscal year with year, the SEC, its audited consolidated balance sheet of the Consolidated Group as at the end of such fiscal year and the related consolidated statements of operations, stockholders’ equity income and retained earnings and of cash flows for such fiscal year and setting forth consolidated comparative figures as of the end of and for such year, setting forth in each case in comparative form the figures for the previous preceding fiscal year, all reported audited by an independent nationally-recognized accounting firm and in the form filed with the SEC (publicly filing Holdings’ Form 10-K with the SEC in any event will satisfy the requirements of this clause (2), and shall be deemed furnished and delivered on by Ernst & Young LLP the date such information has been posted on the SEC website accessible through xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations successor webpage of the Company and its consolidated Subsidiaries SEC thereto; provided, however, the Trustee shall have no obligation whatsoever to determine whether or not such materials are available on a consolidated basis in accordance with GAAP consistently appliedsuch website); (b3) within 15 not later than 75 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of after the end of each of the first three fiscal quarters of each fiscal year of Holdings, the unaudited combined balance sheet of the Collateral Rig Owners and the Collateral Rig Operator as at the end of such fiscal quarter and the related consolidated statements of income for such fiscal quarter and for the then elapsed portion of the fiscal yearyear ended with the last day of such fiscal quarter, setting forth which shall be prepared in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition a manner consistent with Holdings’ quarterly internal reporting processes and results of operations of the Company and its consolidated Subsidiaries will generally be based on a consolidated basis GAAP principles but need not be prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related theretoGAAP; and (h4) on not later than 120 days after the third Business Day prior to any EC Payment Dateend of each fiscal year of Holdings, a certificate demonstrating compliance with Section 6.07 as the unaudited combined balance sheet of the Collateral Rig Owners and the Collateral Rig Operator as at the end of such fiscal year and the related Liquidity Determination Dateconsolidated statements of income for such fiscal year, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above which shall be deemed to have been delivered if such information, or one or more prepared in a manner consistent with Holdings’ annual or quarterly reports containing such information, shall have been posted internal reporting processes and will generally be based on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall GAAP principles but need not be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate prepared in substantially the form of Exhibit E signed by a Financial Officer of the Companyaccordance with GAAP.

Financial Reports and Other Information. The Company will, and Borrower will deliver or cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to be delivered to the Lenders and their respective duly authorized representatives such information respecting Bank the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lenderfollowing: (a) As soon as practicable and in any event within 15 forty-five (45) days after the end of each date fiscal quarter of the Company is required to file Borrower other than the last quarter of each fiscal year, a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end Borrower and the Restricted Subsidiaries as at the last day of such quarter and the related consolidated statement of income for such quarter and cumulative fiscal year-to-date for the Borrower and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the previous corresponding period in the preceding fiscal year, all reported on in reasonable detail and satisfactory in scope to the Bank and certified by Ernst & Young LLP or other independent public accountants the chief financial officer of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception the Borrower as to the scope fairness of such audit) to the effect that such consolidated financial statements present fairly in all material respects and that the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis same have been prepared in accordance with GAAP consistently applied; GAAP, subject to changes resulting from normal, recurring year- end adjustments; provided, however, that if, so long as the Borrower is a Subsidiary of the Parent, the Parent duly files with the SEC any Form 12b-25 under the Exchange Act (bor any successor form thereunder) within 15 days of each date the Company is required with respect to its inability to timely file a its quarterly report on Form 10-Q for any a fiscal quarter with and obtains a valid extension of such time to file, the Securities financial information required to be delivered by this paragraph may be delivered later than forty-five (45) days after the end of such fiscal quarter but in no event later than the extended deadline for filing such quarterly report imposed by said Rule 12b-25. (b) As soon as practicable and Exchange Commissionin any event within one hundred (100) days after the end of each fiscal year of the Borrower, its the consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows the Restricted Subsidiaries as of at the end of such fiscal year, and related consolidated statements of income, retained earnings, and changes in financial position for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding calendar year, all in reasonable detail and satisfactory in scope to the Bank and certified by and containing an unqualified opinion of RSM US, LLP or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Bank, provided, however, that if, so long as the Borrower is a Subsidiary of the balance sheetParent, the Parent shall duly file with the SEC any Form 12b-25 under the Exchange Act (or any successor form thereunder) with respect to its inability to timely file its annual report on Form 10-K for a fiscal year and obtains a valid extension of such time to file, the financial information required to be delivered by this paragraph may be delivered later than one hundred (100) days after the end of such fiscal year but in no event later than the extended deadline for filing such annual report imposed by said Rule 12b-25. (c) As soon as practicable, and in any event within forty-five (45) days after the end of each fiscal quarter of the end of) Parent, other than the previous last quarter of each fiscal year, a consolidated balance sheet as at the last day of such quarter and the related consolidated statement of income for such quarter and cumulative fiscal year-to-date for the Parent and its Subsidiaries, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Bank and certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations chief accounting officer of the Company Parent as to the fairness of such financial statements and its consolidated Subsidiaries on a consolidated basis that the same have been prepared in accordance with GAAP consistently appliedGAAP, subject to normal changes resulting from nonrecurring year-end audit adjustments and adjustments; provided, however, that the absence delivery of footnotesthe Parent's quarterly report on Form 10-Q promptly after its timely filing with the SEC thereof shall satisfy the requirements of this paragraph with regard to consolidation of financial statements; (cd) concurrently with As soon as practicable, and in any event within one hundred (100) days after the end of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and related consolidated statements of income, retained earnings, and changes in financial position for such fiscal year, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Bank and certified by and containing an unqualified opinion of RSM US, LLP, or other independent certified public accountants of recognized national standing selected by the Parent and reasonably satisfactory to the Bank; provided, however, that, the delivery of the Parent's annual report on Form 10-K promptly after its timely filing with the SEC thereof shall satisfy the requirements of this paragraph with regard to consolidated financial statements under clause statements; (e) Together with each delivery of those items required by clauses (a) and (b) above, a Certificate of Compliance in the form attached hereto as Exhibit “D”, executed by the chief financial officer or the Vice President-Comptroller of the Borrower; (f) [Intentionally deleted.] (g) Together with each delivery of the financial statements required by clause (b) above, a certificate of a Financial Officer the independent certified accountants stating that in making the examination necessary to said certification of the Company financial statements, they obtained no knowledge of any condition or event pertaining to financial or accounting matters that constitutes an Event of Default, or event which after notice by the Bank or lapse of time, or both, or would constitute an Event of Default; or if the accountants have obtained knowledge of any Event of Default or such event, a statement specifying the nature and period of existence thereof. (h) Promptly upon distribution thereof, copies of all annual or quarterly financial or other statements of Borrower and the Parent (including proxy statements, documents, and reports as the Borrower) shall send to any class of its shareholders; (i) certifying as At any time when the Borrower or the Parent is obligated to whether a Default has occurred since file reports with the date of SEC pursuant to the most recent certificate delivered under this paragraph andExchange Act, if a Default has occurredpromptly, specifying the details thereof and in any action taken or proposed to be taken with respect thereto, event within fifteen (ii15) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly days after the same become publicly availablefiling thereof, copies of all periodic reports, current reports, and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by which the Company Borrower files with the SEC or any Subsidiary equivalent governmental agency and, promptly upon written request therefor, copies of any financial statements which the Borrower files annually with the SECany federal, state, or any Governmental Authority succeeding to any local regulatory agency or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may beagencies; (ej) promptly following any request therefor, With reasonable promptness such additional financial or other information regarding as the Bank may from time to time reasonably request (including, without limitation, consolidating financial statements with respect to any Subsidiary); provided, however, that the Borrower shall not be required to furnish any information requested pursuant to this paragraph to the extent that such information is not then available or may not be produced without unreasonable effort or expense. Bank is hereby authorized to deliver a copy of any financial statements or any other information relating to the business, operations, business affairs and or financial condition of the Company or any SubsidiaryParent, the Borrower, or compliance with the terms of this AgreementSubsidiaries, as the Administrative Agent, any Issuing Bank which may be furnished to it or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected come to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered its attention pursuant to the clauses above Loan Documents or otherwise, to any regulatory body or agency having jurisdiction over the Bank or to any Person which shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (right or such other address as the Company shall provide obligation to, succeed to the Lenders) all or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website any part of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to Bank's interest in the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the CompanyLoan Documents.

Financial Reports and Other Information. (a) The Company will, and Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Agent and their its respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request request, the Borrower will furnish each of the following to the Administrative Agent, which will make available by means of electronic posting to Agent (with sufficient copies for each Lender:Bank): (ai) within 15 60 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Borrower, a report on copy of the Borrower's Form 10-Q Report filed with the SEC; (ii) within 100 days after the end of each fiscal year of the Borrower, a copy of the Borrower's Form 10-K for any fiscal year Report filed with the SEC, its audited consolidated balance sheet prepared by the Borrower in accordance with GAAP and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedBorrower; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Borrower sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower files with the SEC or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (eiv) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance an updated Schedule 5.2 along with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of financial statements delivered under subsection (i) the occurrence of any Default; or (ii) above, as applicable, for any calendar quarter during which there is a change in any of the filing facts specified in Schedule 5.2 hereto, as then most recently updated; and (b) Each financial statement furnished to the Banks pursuant to subsection (i) or commencement (ii) of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph Section 7.6 shall be accompanied by a statement Compliance Certificate in the form of a Financial Officer Exhibit C hereto signed by the Borrower's chief financial officer or other executive treasurer. (c) The Borrower will promptly (and in any event within five Business Days after an officer of the Company setting forth a summary in reasonable detail Borrower has knowledge thereof) give notice to the Agent and each Bank: (i) of the event occurrence of any Change of Control Event, Default or development requiring such notice and any action taken or proposed to be taken with respect theretoEvent of Default; (gii) within four Business Days after of any default or event of default under any material Contractual Obligation of the Company Borrower or any Subsidiary receives notice of any judgment its Material Subsidiaries; (iii) of any Governmental Authority rendered a material adverse change in connection with the EC Matter (an “EC Judgment”)business, written notice thereofoperations, including detailed information relating to such EC Judgment Property or financial or other condition of the Borrower and the payment requirements related theretoits Subsidiaries, taken as a whole; and (hiv) on the third Business Day prior to of any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as litigation or governmental proceeding of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this type described in Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company5.5 hereof.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent in form and detail satisfactory to the Administrative Agent, which will make available by means with copies for each Bank in form and substance satisfactory to them each of electronic posting to each Lenderthe following: (ai) within 15 120 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants’ unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Bank. Together with such information the Borrower shall provide to each Bank such consolidating information as may be necessary for the Banks to determine the Borrower’s compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower’s chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Bank. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to each Bank such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower’s compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its Subsidiaries sends to their shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower’s chief financial officer or corporate controller to the occurrence effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any Default; such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the filing or commencement representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of any actionsuch certificate (other than those made solely as of an earlier date, suit or proceeding by or before any arbitrator or Governmental Authority against the Companywhich need only remain true as of such date), any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (except as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect otherwise described therein, and (ivB) any other development that results ina Compliance Certificate in the form of Exhibit B hereto showing Borrower’s compliance with the covenants set forth in Sections 7.9, or would reasonably be expected to result in7.11, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice 7.12 and any action taken or proposed to be taken with respect thereto;7.14 through 7.19 hereof. (gc) Borrower will promptly (and in any event within four three Business Days after the Company or any Subsidiary receives an officer of Borrower has knowledge thereof) give notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any litigation or governmental proceeding of the Companytype described in Section 5.5 hereof; (iv) of any material change in the information set forth on the Schedules hereto; (v) of the entering into of any Long-Term Guaranties, and Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee; and (vi) of the consummation of the CLF&P Acquisition.

Financial Reports and Other Information. The Company Borrower will, and will cause each Consolidated Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the Subsidiaries as they may be reasonably requestrequested; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each LenderBank: (a) within 15 50 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Borrower, a report on copy of the Borrower's Form 10-Q Report filed with the SEC; (b) within 120 days after the end of each fiscal year of the Borrower, a copy of the Borrower's Form 10-K for any fiscal year Report filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as including a copy of the end annual report of the Borrower and the Consolidated Subsidiaries for such yearyear with accompanying financial statements, setting forth in each case in comparative form prepared by the figures for the previous fiscal year, all reported on Borrower and certified by Ernst & Young LLP or any other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to selected by the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis Borrower, in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; (c) concurrently promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all other regular, periodic and special reports and all registration statements which the Borrower files with the SEC or any successor thereto, or with any delivery national securities exchange; and (d) as promptly as possible, and in any event within one Business Day after an Authorized Officer has knowledge thereof, notice of (i) any change in the S&P Rating or the Xxxxx'x Rating and (ii) any Default or Event of Default; and (e) an updated Exhibit B along with the financial statements delivered under clause subsection (a) or (b) above, as applicable, for any calendar quarter during which there is a certificate of a Financial Officer change in any of the Company facts specified in Exhibit B hereto, as then most recently updated. (if) certifying as the Borrower will permit each Bank to whether a Default has occurred since visit and inspect, under the date Borrower's guidance, any of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect Properties of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company Borrower or any Subsidiary, to examine all their books of account and records, to make copies and abstracts therefrom, and to discuss the Borrower's and its Subsidiaries' respective affairs, finances and accounts with such officers or compliance with the terms of this Agreement, employees as the Administrative AgentBorrower may designate for such purpose, any Issuing all at such reasonable times as may be reasonably requested; PROVIDED THAT unless a Default or an Event of Default exists, all such inspections shall be at the expense of the Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring Banks making such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability)inspections. Each of the financial statements furnished to the Lenders Banks pursuant to subsections (a) and (b) of this Section 5.05 8.5 shall be accompanied by a written certificate signed by the chief financial officer or treasurer of the Borrower to the effect that (i) to the best of the knowledge and belief of the signer thereof no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, (ii) the representations and warranties contained in Section 6 hereof are true and correct as though made on the date of such certificate, except as otherwise described, (iii) the Borrower is in compliance with all covenants contained in Section 8 hereof, and (iv) a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of hereto showing the Companycalculations necessary to determine compliance with Sections 8.6 and 8.7 hereof. In the event the Borrower is no longer required to file Form 10Q and 10K Reports with the SEC, the Borrower will nevertheless furnish to the Banks at the time hereinabove set forth all the financial and other information that would have comprised such filings.

Financial Reports and Other Information. (a) The Company will, and Parent will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Administrative Agent on behalf of the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company Parent and the its Subsidiaries as they the Administrative Agent or any Lender through the Administrative Agent may reasonably request; and without any request request, the Parent will furnish each of the following to the Administrative Agent, Agent (which will make available by means of electronic posting to each Lender: (a) within 15 days of each date the Company is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for shall promptly furnish such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as information to the scope of such auditLenders): (i) to the effect that such consolidated financial statements present fairly unless included in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 days of each date the Company is required to file a report on Form 10-Q for any delivered pursuant to clause (a)(iii) below, no later than 45 days after the last day of each first three fiscal quarter with quarterly periods of each fiscal year of the Securities and Exchange CommissionParent, its a copy of the consolidated balance sheet of the Parent and related its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of operationsincome, stockholders’ equity retained earnings, and cash flows as of the end of Parent and its Subsidiaries for such fiscal quarter and the then elapsed portion of for the fiscal year-to-date period then ended, setting forth each in each case reasonable detail showing in comparative form the figures for the corresponding date and period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified prepared by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis Parent in accordance with GAAP consistently applied, (subject to normal the absence of footnote disclosures and year-end audit adjustments adjustments) and the absence of footnotes; (c) concurrently with any delivery of certified to by its chief financial statements under clause (a) officer or (b) above, a certificate of a Financial Officer another officer of the Company (i) certifying as Parent acceptable to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, Administrative Agent; (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 unless included in a Form 10-K delivered pursuant to clause (a)(iii) below, no later than 90 days after the last day of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and 6.06 its Subsidiaries as of the last day of the fiscal year then ended and setting forth the consolidated statements of income, retained earnings, and cash flows of the Parent and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail computations showing in comparative form the figures as of the ratio end of Consolidated Net Indebtedness and for the previous fiscal year, accompanied by an unqualified opinion of independent public accountants of recognized national standing selected by the Borrower, to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in effect that the application thereof has occurred since the date of the audited consolidated financial statements referred to have been prepared in Section 3.04 and, if any such change has occurred, specifying accordance with GAAP and present fairly in accordance with GAAP the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and consolidated financial condition of the Company or any SubsidiaryParent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, or compliance with accordingly, such examination included such tests of the terms of this Agreement, accounting records and such other auditing procedures as were considered necessary in the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably requestcircumstances; (fb) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by On or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof date that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a each financial statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information is required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each of the financial statements furnished to the Lenders pursuant to subsections subsection (ai) and or (bii) of this Section 5.05 shall be accompanied by 7.6(a) hereof, the Parent will deliver a compliance certificate in substantially the form of Exhibit E Compliance Certificate signed by a Financial Officer the Parent’s chief financial officer, treasurer or controller showing the Cash Flow Leverage Ratio, the Net Cash Flow Leverage Ratio and the Parent’s compliance with the covenants set forth in Sections 7.15 and 7.16 hereof. (c) The Parent will promptly (and in any event within three Business Days after any of the Company.President, chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the Administrative Agent: (i) of the occurrence of any Change of Control, Default or Event of Default; (ii) of any default or event of default under any Contractual Obligation of the Parent or any of its Subsidiaries, except for a default or event of default which is not reasonably expected to have a Material Adverse Effect;

Financial Reports and Other Information. The Company will, and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) within 15 60 days after the end of each date of the Company is required to file first three quarterly fiscal periods of the Company, a report on copy of the Company's Form 10-K for any fiscal year Q Report filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 15 120 days after the end of each date fiscal year of the Company is required to file Company, a report on copy of the Company's Form 10-Q for any fiscal quarter K Report filed with the Securities and Exchange CommissionSEC, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as including a copy of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations annual report of the Company and its consolidated the Subsidiaries on a consolidated basis for such year with accompanying financial statements, prepared by the Company and certified by independent public accountants of recognized standing, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports the Company sends to its shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company or any Subsidiary files with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by ; and (d) (i) promptly after the Company to its shareholders generallyhas knowledge thereof, as the case may be; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default or Event of Default; , and (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; (g) within four five Business Days after the Company or any Subsidiary receives has knowledge thereof, notice of any judgment change to any rating of the Index Debt by S&P or Moodx'x. Xn addition, in the event that Subsidiaries not constituting Significant Subsidiaries shall at any time (as a result of any Governmental Authority rendered in connection with acquisition or disposition of any Person or line of business involving any party other than the EC Matter (an “EC Judgment”)Company and the Subsidiaries or any reorganization of the Company or any Subsidiaries) represent more than 10% of Consolidated Total Assets or Consolidated Net Sales as 52 47 of such date or for such period, the Company will promptly designate additional Significant Subsidiaries by written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of until such posting or availability)excess has been eliminated. Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company. Each such financial statement shall also be accompanied by a certificate signed by a Financial Officer of the Company confirming compliance with the requirements set forth in the definition of "Significant Subsidiary" and in the last sentence of the immediately preceding paragraph, attaching a revised form of Schedule 3.02 showing all additions to and removals from the Significant Subsidiaries since the date of the most recently delivered form of Schedule 3.02 (or confirming that there have been no changes from such most recently delivered form of Schedule 3.02). If the Company is no longer required to file Form 10Q and 10K Reports with the SEC, the Company will nevertheless furnish to the Lenders at the time herein above set forth all the financial and other information that would have comprised such filings.

Financial Reports and Other Information. The Company will, and (a) Borrower will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Company Borrower and the its Subsidiaries as they any Bank may reasonably request; and without any request will furnish request, the Borrower shall deliver to the Administrative Agent in form and detail satisfactory to the Administrative Agent, which will make available by means with copies for each Bank in form and substance satisfactory to them each of electronic posting to each Lenderthe following: (ai) within 15 120 days after the end of each date fiscal year of Borrower, a copy of Borrower financial statements for such fiscal year, including the Company is required consolidated balance sheet of Borrower and its Subsidiaries for such year and the related statements of income and statements of cash flow, each as certified by independent public accountants of recognized national standing selected by Borrower in accordance with GAAP with such accountants' unqualified opinion to file a the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, provided that if Borrower files its annual report on Form 10-K for any the applicable annual period, and such annual report contains the financial statements and accountants certifications, opinions and statements described above, the Borrower may satisfy the requirements of this Section 7.6(a)(i) by delivering a copy of such annual report to each Bank. Together with such information the Borrower shall provide to each Bank such consolidating information as may be necessary for the Banks to determine the Borrower's compliance with Section 7.17 hereof; (ii) within 60 days after the end of each of the first three quarterly fiscal year with the SECperiods of Borrower, its audited a consolidated unaudited balance sheet of Borrower and its Subsidiaries, and the related statements of operationsincome and statements of cash flow, stockholders’ equity and cash flows as of the end close of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearperiod, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis foregoing prepared by Borrower in reasonable detail in accordance with GAAP consistently applied; (b) within 15 days and certified by Borrower's chief financial officer or corporate controller as fairly presenting the financial condition as at the dates thereof and the results of each date operations for the Company is required to file periods covered thereby, provided that if Borrower files a report on Form 10-Q for any fiscal quarter the applicable quarterly period, and such quarterly report contains the financial statements and certifications described above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of such quarterly report to each Bank. Together with such information the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower shall provide to each Bank such consolidating information as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures may be necessary for the corresponding period or periods of (or, in Banks to determine the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance Borrower's compliance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSection 7.17 hereof; (ciii) concurrently with any delivery of financial statements under clause within the period provided in subsection (a) or (bi) above, a certificate of a Financial Officer the written statement of the Company (i) certifying as to whether a accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default has occurred since or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the date nature and period of the most recent certificate delivered under this paragraph existence thereof; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availablesending or filing thereof, copies of all proxy statements, financial statements and reports Borrower or any of its Subsidiaries sends to their shareholders, and copies of all other regular, periodic and other special reports (including and all reports on Form 10-K, Form 10-Q and Form 8-K), proxy registration statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries file with the SEC, SEC or any Governmental Authority succeeding to any or all of the functions of said Commissionsuccessor thereto, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;exchanges. (eb) promptly following any request therefor, such other information regarding Each financial statement furnished to the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request; (f) prompt written notice (including a description in reasonable detail) of Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by (A) a written certificate signed by Borrower's chief financial officer or corporate controller to the occurrence effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any Default; such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower to remedy the same, (ii) the filing or commencement representations and warranties contained in Section 5 hereof are true and correct in all material respects as though made on the date of any actionsuch certificate (other than those made solely as of an earlier date, suit or proceeding by or before any arbitrator or Governmental Authority against the Companywhich need only remain true as of such date), any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (except as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect otherwise described therein, and (ivB) any other development that results ina Compliance Certificate in the form of Exhibit B hereto showing Borrower's compliance with the covenants set forth in Sections 7.9, or would reasonably be expected to result in7.11, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice 7.12 and any action taken or proposed to be taken with respect thereto;7.14 through 7.19 hereof. (gc) Borrower will promptly (and in any event within four three Business Days after the Company or any Subsidiary receives an officer of Borrower has knowledge thereof) give notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and (h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents. Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability). Each Bank: (i) of the financial statements furnished occurrence of any Default or Event of Default; (ii) any event or condition which could reasonably be expected to the Lenders pursuant to subsections have a Material Adverse Effect; (a) and (biii) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer any litigation or governmental proceeding of the Companytype described in Section 5.5 hereof; (iv) of any material change in the information set forth on the Schedules hereto; and (v) of the entering into of any Long-Term Guaranties, and Borrower shall promptly provide the Administrative Agent with a copy of any such Guarantee and any modification to such Guarantee.