Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lenderholders of the Notes: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerCompany, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG PricewaterhouseCoopers 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Senior Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-year- end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Senior Financial Officer of the Borrower Company (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 Section 10.7 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 5.4 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, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Company to its shareholders generally, as the case may be; and (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 Required Holders may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Company shall be deemed to have been delivered to the holders of the Notes upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on XXXXX, or (ii) clause (c) of this Section by the Company shall be deemed satisfied by delivery to the Company of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each holder of Notes). For the avoidance of doubt, in any event, any delivery of the items required to be delivered by this Section 9.1 by the Company shall be deemed to have been delivered to the holders of the Notes upon such items being delivered to the holders of the Notes by the Company in accordance with Section 18.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent Agent, which shall furnish to each Issuing Bank and each Lender, the following: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerFiscal Year, the its audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such yearFiscal Year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing (without a “going concern” or like statement, qualification or exception (other than solely as a result of (x) a maturity date in respect of any Indebtedness or (y) the projected or potential breach of a financial covenant set forth in this Agreement or any other agreement governing any Indebtedness, in each case, during the one-year period following the date such opinion is delivered) 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 condition, results of operations and cash flow of the Borrower and its the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Year in accordance with GAAP consistently applied; provided thatapplied and accompanied by a narrative report describing the financial position, results of operations and cash flows of the requirements set forth Borrower and the consolidated Subsidiaries and a comparison to the consolidated budget delivered pursuant to subclause (d) below in this clause (a) may be fulfilled by providing respect of such Fiscal Year, each in a form reasonably satisfactory to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearAgent; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, the its unaudited consolidated balance sheet and related unaudited consolidated statements of operationsoperations and comprehensive income, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearsuch 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a Financial Responsible Officer of the Borrower as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower and its the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Quarter and such portion of such Fiscal Year in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, and accompanied by a narrative report describing the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report financial position, results of operations and cash flows of the Borrower and the consolidated Subsidiaries in a form reasonably satisfactory to the SEC on Form 10-Q for the applicable quarterly periodAdministrative Agent; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Responsible Officer substantially in the form of the Borrower Exhibit K (i) certifying as to whether the Borrower has knowledge that a Default has occurred exists and, if a Default has occurredexists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the financial covenants contained in Sections 6.01, 6.02, 6.04, 6.05 6.11 and 6.07 6.12 and (B) in the case of financial statements delivered under clause (a) above, beginning with the financial statements for the Fiscal Year of the Borrower ending December 31, 2016, of Excess Cash Flow, (iii) at any time when there is any Unrestricted Subsidiary, including as an attachment with respect to each such financial statement an Unrestricted Subsidiary Reconciliation Statement and (iv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the later of the date of the most recent Borrower’s audited financial statements referred to in Section 3.04 and the date of the prior certificate delivered pursuant to Section 5.01(athis clause (c) indicating such a change and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 90 days after the end of each Fiscal Year, a detailed consolidated budget for the forthcoming Fiscal Year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such Fiscal Year, and as of the end of and for each fiscal quarter in such Fiscal Year, and setting forth the assumptions used for purposes of preparing such budget); (e) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (f) promptly after the reasonable request by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to the holders of its Equity Interests generally, as applicable; and (h) subject to the last sentence of Section 5.08, promptly following any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent, any Issuing Bank or any Lender may reasonably request. Information required to be furnished pursuant to clause (a), (b), (h) or (i) of this Section shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be furnished pursuant to this Section may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent. At the request of the Administrative Agent, the Borrower will hold quarterly conference calls for the Lenders to discuss financial information for the previous quarter. The conference call shall be held at a time mutually agreed with the Administrative Agent that is promptly following the delivery of the financial statements required under Sections 5.01(a) and 5.01(b). The requirements of this paragraph shall be satisfied by the Borrower providing the Lenders with reasonably advance notice of, and access to, the quarterly earnings call with the holders of the Borrower’s Equity Interests or notes.

Financial Statements and Other Information. The Borrower Guarantor will furnish to the Administrative Agent and (which, except as otherwise provided below with respect to subsections (a), (b) or (e), the Administrative Agent shall promptly furnish to each Lender:): (a) within ninety (90) 120 days after the end of each fiscal year of the BorrowerGuarantor, the its audited consolidated Consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of internationally recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance manner complying with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearrules and regulations promulgated by the SEC; (b) (i) within forty-five (45) 60 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerGuarantor, the consolidated its Consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the related statements of operations and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with to GAAP consistently applied, (subject to the absence of footnotes, audit and normal year-end audit adjustments adjustments) on behalf of the Guarantor by the chief financial officer or the chief accounting officer of the Guarantor or a Designated Officer; (ii) as and when filed with the SEC, for any of the first three fiscal quarters of each fiscal year of the Guarantor which fiscal year ends on or prior to the date of the Electronics Spin Distribution, the combined balance sheet and related statements of income of certain electronics related subsidiaries and businesses of the Guarantor for such fiscal quarter, certified by the chief financial officer of the electronics businesses of the Guarantor; and (iii) as and when filed with the SEC, for any of the first three fiscal quarters of each fiscal year of the Guarantor during which quarter the Electronics Spin Distribution occurs, the statement of income of the Guarantor for such fiscal quarter, certified as to GAAP (subject to the absence of footnotes; provided that, the requirements set forth in this clause (baudit and normal year-end adjustments) may be fulfilled by providing to the Lenders the report on behalf of the Borrower to Guarantor by the SEC on Form 10-Q for chief financial officer or the applicable quarterly periodchief accounting officer of the Guarantor or a Designated Officer; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer on behalf of the Borrower Guarantor signed by the chief financial officer or the chief accounting officer of the Guarantor or a Designated Officer (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating whether the Guarantor was in compliance with Sections 6.01Section 5.09; (d) within five Business Days after any Responsible Officer obtains knowledge of any Default, 6.02if such Default is then continuing, 6.04a certificate on behalf of the Guarantor signed by a Responsible Officer of the Guarantor or a Designated Officer setting forth, 6.05 in reasonable detail, the nature thereof and 6.07 the action which the Guarantor is taking or proposes to take with respect thereto; (e) promptly upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and (iii) stating whether any material change in GAAP as applied by registration statements on Form S-8 or its equivalent), final reports on Forms 10-K, 10-Q and 8-K (or in their equivalents) and proxy statements which the application of GAAP by) Guarantor or the Borrower has occurred since shall have filed with the date SEC; (f) promptly upon any Responsible Officer obtaining knowledge of the most recent audited commencement of any Reportable Action, a certificate on behalf of the Guarantor specifying the nature of such Reportable Action and what action the Guarantor is taking or proposes to take with respect thereto; and (g) from time to time, upon reasonable notice, such other information regarding the financial statements position or business of the Guarantor and its Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent may reasonably request. Information required to be delivered pursuant to Section 5.01(asubsections (a), (b) andor (e) above may be delivered electronically and if so delivered, if any such change has occurred, specifying the effect of such change shall be deemed to have been delivered on the financial statements accompanying date (i) on which the Guarantor posts such certificate;documents, or provides a link thereto on the Guarantor’s website on the Internet at xxx.xxxx.xxx (or such other website as the Guarantor may designate in the Guarantor Assumption Agreement or in a writing delivered to the Administrative Agent), or at xxx.xxx/xxxxx/xxxxxxxx.xxx; or (ii) on which such documents are posted on the Guarantor’s behalf, or delivered to the Administrative Agent by the Guarantor in accordance with Section 10.15.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 KPMG 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations of the Senior Leverage Ratio and Total Leverage Ratio as of the last day of the fiscal period covered by such financial statements and demonstrating compliance with Sections 6.016.13, 6.026.14, 6.046.15, 6.05 6.16 and 6.07 6.17 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent Borrower's audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its shareholders generally, as the case may be; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (for delivery to each Lender:): (a) within ninety by no later than the date which occurs 90 days (90or 100 days if permitted by SEC requirements) days after the end of each fiscal year Fiscal Year of the Borrower, (i) the Borrower’s audited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception (except for qualifications or exceptions resulting from pending maturity of Indebtedness or actual or prospective breach of a financial covenant)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; provided thatand (ii) at any time that the Borrower has any Unrestricted Subsidiaries, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent a consolidated balance sheet and the Lenders the report related statements of income and cash flows of the Borrower to and its Restricted Subsidiaries, in each case as at the SEC on Form 10-K end of such Fiscal Year, setting forth in comparative form the corresponding consolidated figures for the applicable fiscal year;preceding Fiscal Year, accompanied by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries, in accordance with GAAP (except, in the case of the financial statements of the Borrower and its Restricted Subsidiaries, for the exclusion of Unrestricted Subsidiaries), as at the end of and for such Fiscal Year. (b) within forty-five by no later than the date which occurs 45 days (45or 50 days if permitted by SEC requirements) days after the end of each of the first three (3) fiscal quarters of each fiscal year Fiscal Quarters of the Borrower, the unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of for the Borrower and its Subsidiaries as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case case, in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end and audit adjustments and the absence of certain footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred during the period covered thereby and is continuing 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 6.01Section 8.11, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 6.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, to the extent not available by electronic or other readily accessible means, copies of all periodic and other material reports, proxy statements and other non-confidential materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly (in any event, within 30 days, or such later date as determined by the Administrative Agent in its sole discretion) thereafter, written notice of any change in a Loan Party’s name, jurisdiction of formation or form of organization; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request, including, without limitation, pursuant to the PATRIOT Act and the Beneficial Ownership Regulation (provided that no such information shall be required to be provided if providing such information would violate confidentiality agreements or result in a loss of attorney-client privilege or a claim of attorney work product with respect to such information so long as the Borrower notifies the Administrative Agent that such information is being withheld and the reason therefor). Documents required to be delivered pursuant to Section 7.01(a), 7.01(b) or 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.”

Financial Statements and Other Information. The Borrower will furnish If any time the Company is not subject to the Administrative Agent periodic disclosure obligations of the Exchange Act, the Company shall deliver to each Investor, in form and each Lendersubstance satisfactory to such Investor: (a) within as soon as available, but not later than ninety (90) days after the end of each fiscal year of the BorrowerCompany, a copy of the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in reasonable detail and accompanied by KPMG LLP or other a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accountants of recognized national standing to the effect accounting firm which report shall state without qualification that such consolidated financial statements present fairly in all material respects the financial condition as of such date and results of operations of and cash flows for the Borrower and its Subsidiaries periods indicated in conformity with GAAP applied on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearconsistent basis; (b) within as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the end of for such quarter and for such fiscal quarter and the then elapsed portion period commencing on the first day of the fiscal year, setting forth in each case in comparative form year and ending on the figures for (or, in the case last day of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearsuch quarter, all certified by a Financial Officer an appropriate officer of the Borrower Company as presenting fairly in all material respects the consolidated financial condition as of such date and results of operations of and cash flows for the Borrower and its Subsidiaries periods indicated in conformity with GAAP applied on a consolidated basis in accordance with GAAP consistently appliedconsistent basis, subject to normal year-end audit adjustments and the absence of footnotesfootnotes required by GAAP; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;and (c) concurrently with as soon as available, but in any delivery event not later than ten (10) days after the end of financial statements under clause (a) or (b) each month of this Sectioneach fiscal year, a certificate of a Financial Officer the unaudited consolidated balance sheet of the Borrower (i) certifying as to whether Company and its Subsidiaries, and the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying related statements of operations and cash flows for such month and for 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 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in period commencing on the application of GAAP by) the Borrower has occurred since the date first day of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying fiscal year and ending on the effect last day of such change month, all certified by an appropriate officer of the Company as presenting fairly the consolidated financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments and the financial statements accompanying such certificate;absence of footnotes required by GAAP.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 6.08 and 6.07 6.09 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 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 and proxy statements filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following a request therefor, any documentation or 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 USA Patriot Act; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish Furnish to the Administrative Agent and each Lenderthe Lenders: (a) within ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 60 days after the end of each of the first three quarterly periods in each fiscal year, its consolidated statements of income for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarterly period and its consolidated balance sheet at the end of that period, all in reasonable detail, subject, however, to year-end audit adjustments, together with a certificate of compliance and no default in substantially the form of Exhibit G hereto certified by an appropriate financial officer of Gannett; (3b) fiscal quarters within 120 days after and as of the close of each fiscal year year, Gannett’s Annual Report to shareholders for such fiscal year, containing copies of the Borrowerits consolidated income statement, the consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows for such fiscal year accompanied by a report by PricewaterhouseCoopers LLP or some other accounting firm of national reputation selected by Gannett, based on their examination of such financial statements, which examination shall have been conducted in accordance with generally accepted auditing standards and which report shall indicate that the financial statements have been prepared in accordance with GAAP, together with a certificate of compliance and no default in substantially the form of Exhibit G hereto, certified by an appropriate financial officer of Gannett; (c) promptly upon their becoming available, copies of all regular and periodic financial reports, if any, which Gannett or any of its Subsidiaries shall file with the Securities and Exchange Commission or with any securities exchange; (d) promptly upon their becoming available, copies of all prospectuses of Gannett and all reports, proxy statements and financial statements mailed by Gannett to its shareholders generally; and (e) such other information respecting the financial condition and affairs of Gannett and its subsidiaries as any of the Borrower Lenders may from time to time reasonably request. The financial statements of Gannett and its Subsidiaries hereafter delivered to the Lenders pursuant to this Section 5.1 will fairly set forth the financial condition of Gannett and its Subsidiaries as of the end of and for such fiscal quarter dates thereof, and the then elapsed portion results of Gannett’s and its Subsidiaries’ operations for the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or respective periods of the previous fiscal yearstated therein, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;GAAP.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements statement of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements statement of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement statements of assets and liabilities or balance sheetliabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, that the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying that such statements are consistent with the financial statements filed by the Borrower with the Securities and Exchange Commission, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred during the applicable period and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 6.04 and 6.07 and (iiiiv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than 20 days after the end of each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five Business Days after any Responsible Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date such Responsible Officer of the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Responsible Officer of the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of the Subsidiary Guarantors with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request, including such documents and information requested by the Administrative Agent or any Lender that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies. (i) Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Non-Public Information shall not be posted by Administrative Agent on that portion of the Platform designated for such Public Lenders. Borrower agrees to clearly designate all information provided to Administrative Agent by or on behalf of Borrower or any of its Subsidiaries which is suitable to make available to Public Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to Borrower, its Subsidiaries and their Securities (as such term is defined in Section 5.13 of this Agreement). (j) Notwithstanding anything to the contrary herein, the requirements to deliver documents set forth in Section 5.01(a), (b) and (g) will be fulfilled by filing by the Borrower of the applicable documents for public availability on the SEC’s Electronic Data Gathering and Retrieval system; provided, that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within ninety 45 days after the end of the first three fiscal quarters of each fiscal year (90or 60 days, in the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Borroweryear, the audited consolidated balance sheet and related statements sheets of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by KPMG LLP a report and opinion thereon of Deloitte Touche Tohmatsu Limited or other another firm of independent certified public accountants of recognized national standing reasonably acceptable to the effect Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit (other than “going concern” or similar exceptions); (c) together with the report of Borrower’s independent certified public accountants delivered pursuant to Section 8.01(b), a certificate of such independent public accountants stating that (i) such consolidated financial statements fairly present fairly in all material respects the financial condition and position, results of operations and cash flow of the Borrower and its Subsidiaries on a consolidated basis as at the dates indicated and for the periods indicated therein in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing without qualification as to the Administrative Agent and the Lenders the report scope of the audit and without any other similar qualification and (ii) such financial statements were prepared in the course of the regular audit of the businesses of Borrower to the SEC on Form 10-K for the applicable fiscal yearand its Subsidiaries; (d) together with the financial statements required pursuant to Sections 8.01(a) and (b) within forty-five (45) days after a compliance certificate of a Responsible Officer as of the end of each the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of the first three Exhibit E (3a “Compliance Certificate”) fiscal quarters including details of any issues that are material that are raised by auditors; (e) promptly upon receipt thereof, copies of all letters of representation signed by an Obligor to its auditors and copies of all auditor reports delivered for each fiscal year of quarter; (f) as soon as available but in any event not more than once (1) each fiscal year, a consolidated financial forecast for Borrower and its Subsidiaries for the Borrowerfollowing five fiscal years, the including forecasted consolidated balance sheet and related sheets, consolidated statements of operationsincome, changes in net assets or stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries; (g) promptly, and in any event within five Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of such Obligor; (h) the information regarding insurance maintained by Borrower and its Subsidiaries as required under Section 8.05; (i) promptly following Lenders’ written request at any time, proof of the end Borrower’s compliance with Section 10.01; and (j) within five (5) days of delivery, copies of all statements, reports and for notices (including board kits) made available to Borrower’s board of directors, holders of Borrower’s Equity Interests or holders of Permitted Cure Debt, provided that any such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled redacted by providing Borrower to exclude information relating to the Lenders (including Borrower’s strategy regarding the report Loans, information subject to attorney client privilege and any information that would create a conflict of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently interest solely in connection with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of transaction where the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to Loans will be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;paid off).

Financial Statements and Other Information. The Borrower Credit Parties will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year of the Borrower, the audited Credit Parties: (i) consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year and the related consolidated balance sheets of the Borrower and its Subsidiaries as of at the end of and for such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding fiscal year; provided that the consolidated statements of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries and the consolidated balance sheets of the Borrower and its Subsidiaries for any such fiscal year shall present separately the results of the Core Ameresco Companies (taken as a whole) for such fiscal year, all reported on by KPMG LLP or other and (ii) an opinion 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 the effect scope of such audit) stating that such the consolidated financial statements referred to in the preceding clause (i) fairly present fairly in all material respects the consolidated financial condition and results of operations of the Credit Parties and their Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP. (b) as soon as available and in any event within 45 days after the end of each fiscal quarter: (i) consolidated and consolidating statements of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the respective fiscal year to the end of such fiscal quarter, and the related consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, and the corresponding figures for the forecasts most recently delivered to the Agent for such period; provided that the consolidated statements of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries and the consolidated balance sheets of the Borrower and its Subsidiaries for any such fiscal period shall present separately the results of the Core Ameresco Companies (taken as a whole) for such fiscal period, and (ii) a certificate of a Designated Financial Officer, which certificate shall state that said consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the consolidated financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis and that said consolidating financial statements referred to in accordance with GAAP consistently applied; provided that, the requirements set forth in this preceding clause (ai) may be fulfilled by providing to fairly present the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the respective individual unconsolidated financial condition conditions and results of operations of the Borrower and its Subsidiaries on a consolidated basis each Subsidiary, in each case in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence omission of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period); (c) concurrently with as soon as available and in any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower event within (i) certifying as to whether 45 days after the Borrower has knowledge that end of each fiscal quarter a Default has occurred and, if Compliance Certificate duly executed by a Default has occurred, specifying the details thereof and any action taken or proposed to be taken Designated Financial Officer with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in to the application of GAAP by) the Borrower has occurred since the date of the most recent audited quarterly financial statements delivered pursuant to Section 5.01(asubsection 7.1(b) above, and (ii) within 120 days after the end of each fiscal year, a Compliance Certificate duly executed by a Designated Financial Officer with respect to the annual financial statements delivered pursuant to subsection 7.1 (a) above, together with, in the case of each of clauses (i) and (ii) of this subsection (c), such supporting financial information with respect to the Core Ameresco Companies as shall be reasonably acceptable to the Agent; (d) as soon as available and in any event no later than 1:00 p.m. (Boston time) on each day that the Borrower makes any request for any Borrowing hereunder, an Advance Request in the form attached hereto as Exhibit B; (e) as soon as available and in any event within 60 days after the end of each fiscal year of the Credit Parties, statements of forecasted consolidated and consolidating income and cash flows for the Credit Parties for each fiscal month in such fiscal year and a forecasted consolidated and consolidating balance sheet of the Credit Parties as of the last day of each fiscal month in such fiscal year, together with supporting assumptions which were reasonable when made, all prepared in good faith in reasonable detail and consistent with the Credit Parties’ past practices in preparing projections and otherwise reasonably satisfactory in scope to the Agent; (f) promptly upon receipt thereof, copies of all management letters and accountants’ letters received by the Credit Parties; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Credit Parties, or compliance with the terms of this Agreement, as the Agent or any Lender may reasonably request. Borrower hereby acknowledges that (a) the Agent will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that, to the extent that and, if so long as, the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;securities

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderAgent: (a) as soon as available and in any event within ninety 45 days after the end of the first three fiscal quarters of each fiscal year (90or 60 days, in the case of the fourth fiscal quarter), the consolidated and consolidating balance sheets of the Obligors as of the end of such quarter, and the related consolidated and consolidating statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 90 days after the end of each fiscal year of the Borroweryear, the audited consolidated and consolidating balance sheet and related statements sheets of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated and consolidating statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by a report and opinion thereon of KPMG LLP or other another firm of independent certified public accountants of recognized national standing acceptable to the effect Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit, and in the case of such consolidating financial statements, certified by a Responsible Officer of Borrower; (c) [Intentionally Deleted.] (d) together with the financial statements required pursuant to Sections 8.01(a) and (b) a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit D (a “Compliance Certificate”) including details of any issues that such are material that are raised by auditors; (e) promptly upon receipt thereof, copies of all letters of representation signed by an Obligor to its auditors and copies of all auditor reports delivered for each fiscal quarter; (f) as soon as available, a consolidated financial statements present fairly in all material respects the financial condition and results of operations of the forecast for Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable following five fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryears, the including forecasted consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of Borrower and its Subsidiaries; (g) [Intentionally Deleted.] (h) promptly, and in any event within five Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor; (i) the information regarding insurance maintained by Borrower and its Subsidiaries as required under Section 8.05; (j) promptly following Administrative Agent’s request at any time, proof of the end Borrower’s compliance with Section 10.01; and (k) within five (5) Business Days of each quarterly board meeting, copies of statements, reports and for forecasts presented at such fiscal quarter and the then elapsed portion meetings of the fiscal year, setting forth in each case in comparative form the figures for (orBorrower’s board of directors which are, in the case sole reasonable judgment of Borrower’s CEO and/or CFO, necessary to understand the state of or outlook for the Borrower’s business operations, and which may be redacted. For avoidance of doubt for purposes of compliance with this Section 8.01(k) only, Borrower shall not be required to provide competitively sensitive information, confidential employee information, materials which fall under the attorney-client privilege, or materials provided to committees of the statement board of assets and liabilities or balance sheetdirectors. In any case, as Borrower will provide all information provided to holders of the end of) the corresponding period or periods of the previous fiscal yearPermitted Cure Debt, all certified by a Financial Officer of the Borrower as presenting fairly in all provided that any such material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled redacted by providing Borrower to exclude information relating to the Lenders (including Borrower’s strategy regarding the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Loans).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP Xxxx & Associates 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of fiscal quarter (other than the first three (3last fiscal quarter) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause clauses (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Borrower, in the form of Exhibit B hereto, (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.015.13, 6.026.13 and 6.14; (d) at any such times as the Leverage Ratio is greater than 2.50 to 1.00, 6.04then within 20 days after the end of each calendar month, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application a certificate of GAAP by) a Financial Officer of the Borrower has occurred since setting forth reasonably detailed calculations demonstrating compliance with Sections 5.13(c);within 45 days after the date end of each fiscal quarter of each fiscal year of the most recent audited financial Borrower, a listing and aging of the Accounts receivable and Accounts payable of each Loan Party, prepared in reasonable detail and containing such information as Administrative Agent may reasonably request; (e) on or before each January 31 of each fiscal year, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements delivered pursuant to Section 5.01(a) of projected operations as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget and, if promptly when available, any such change has occurred, specifying the effect significant revisions of such change on budget; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial statements accompanying such certificate;condition of the Borrower or any other Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements and Other Information. The Such Borrower will furnish to the Administrative Agent and for distribution to each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the such Borrower, the audited consolidated balance sheet and related statements of operations, assets and liabilities, changes in net assets or stockholders’ equity and assets, cash flows and schedule of the investments of such Borrower and its consolidated Subsidiaries 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 KPMG Deloitte & Touche LLP, RSM US LLP or any other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the such Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the such Borrower, the consolidated balance sheet and related statements of operations, assets and liabilities, changes in net assets or stockholders’ equity and assets, cash flows and schedule of the investments of such Borrower and its consolidated Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the such Borrower as presenting fairly in all material respects the financial condition and results of operations of the such Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) of this Section, a certificate of a Financial Officer of the such Borrower (i) certifying as to whether the such Borrower has knowledge that a Default has occurred and is continuing with respect to such Borrower during the applicable period and, if a Default has occurredoccurred and is continuing with respect to such Borrower during the most recent period covered by such financial statements (or has occurred and is continuing from a prior period), specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance by such Borrower with Sections 6.016.01(b) and (g), 6.026.02(d), 6.04, 6.05 6.05(b) and 6.07 and (iii) to the extent not previously disclosed on a Form 10-K or Form 10-Q previously filed by such Borrower with the SEC, stating whether any material change in GAAP as applied by (or in the application of GAAP by) the such Borrower has occurred since the date of Effective Date (but only if such Borrower has not previously reported such change to the most recent audited Administrative Agent and if such change has had a material effect on the financial statements delivered pursuant to Section 5.01(astatements) and, if any such change has occurred, specifying the effect (unless such effect has been previously reported) as determined by such Borrower of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of such Borrower, a Borrowing Base Certificate with respect to such Borrower as at the last day of such accounting period presenting such Borrower’s computation (and including the rationale for any industry reclassification and a comparison to show changes from the Borrowing Base Certificate of such Borrower from the immediately prior period), a list of each Portfolio Investment included in such computation (and identifying the Obligor holding such Portfolio Investment), a list of each Portfolio Investment included in the Borrowing Base that is a Participation Interest (identifying the Obligor holding such Participation Interest, the Excluded Asset that sold the Participation Interest to such Obligor and the underlying portfolio investment) and a certification of a Financial Officer of such Borrower as to compliance with Sections 6.03(d) and 6.04(d) by such Borrower during the period covered by such Borrowing Base Certificate; (e) promptly but no later than five Business Days after any Financial Officer of such Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency with respect to such Borrower, a Borrowing Base Certificate with respect to such Borrower as at the date such Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of such Borrowing Base Deficiency as at the date such Borrower obtained knowledge of such deficiency and the amount of such Borrowing Base Deficiency as of the date not earlier than three Business Days prior to the date such Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of (x) all significant and non-routine written reports and (y) written reports stating that material deficiencies exist in such Borrower’s internal controls or procedures or any other matter that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower submitted to management or the board of directors of such Borrower by such Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of such Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of such Borrower; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials sent to all stockholders filed by any of such Borrower or any of the other members of its Obligor Group with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, as the case may be; (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of such Borrower or any of its Subsidiaries, or compliance by such Borrower with the terms of this Agreement and the other Loan Documents to which such Borrower, is a party, as the Administrative Agent or any Lender may reasonably request; (i) within 45 days after the end of each fiscal quarter of such Borrower, all external valuation reports relating to the Portfolio Investments delivered to such Borrower by the Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments of such Borrower (provided that any recipient of such reports executes and delivers any non-reliance letter, release, confidentiality agreement or similar agreements required by such Approved Third-Party Appraiser); (j) within 45 days after the end of each fiscal quarter of such Borrower, any report that such Borrower receives from the Custodian listing the Portfolio Investments of such Borrower, as of the end of such fiscal quarter, held in the Collateral Account; provided that such Borrower shall use its commercially reasonable efforts to cause the Custodian to provide such report; (k) within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of such Borrower and ninety (90) days after the end of each fiscal year of such Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment of such Borrower where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the proceeds received in respect of such Portfolio Investment representing repayments of principal during the most recently ended fiscal quarter, and (iii) any other amounts received in respect of such Portfolio Investment representing exit fees or prepayment penalties during the most recently ended fiscal quarter; (l) within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of such Borrower and ninety (90) days after the end of each fiscal year of such Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment of such Borrower, (i) the aggregate amount of all capitalized paid-in-kind interest in respect of such Portfolio Investment during the most recently ended fiscal quarter and (ii) the aggregate amount of all paid-in-kind interest collected in respect of such Portfolio Investment during the most recently ended fiscal quarter; (m) within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of such Borrower and ninety (90) days after the end of each fiscal year of such Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment held by such Borrower, (i) the amortized cost of such Portfolio Investment as of the end of such fiscal quarter, (ii) the fair market value of such Portfolio Investment as of the end of such fiscal quarter, and (iii) the unrealized gains or losses of such Borrower as of the end of such fiscal quarter; (n) within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of such Borrower and ninety (90) days after the end of each fiscal year of such Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment held by such Borrower, the change in unrealized gains and losses for such quarter. Such schedule will report the change in unrealized gains and losses by Portfolio Investment held by such Borrower or such other Obligor by showing the unrealized gain or loss for each such Portfolio Investment as of the last day of the preceding fiscal quarter compared to the unrealized gain or loss for such Portfolio Investment as of the last day of the most recently ended fiscal quarter; and (o) within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of such Borrower and ninety (90) days after the end of each fiscal year of such Borrower, an updated Schedule VII. Notwithstanding anything in this Section 5.01 to the contrary, such Borrower shall be deemed to have satisfied its requirements of this Section 5.01 (other than Sections 5.01(c), (d) and (e)) if its reports, documents and other information of the type otherwise so required are publicly available when required to be filed on EXXXX at the wxx.xxx.xxx website or any successor service provided by the SEC; provided that, with respect to Sections 5.01(f) and (g), notice of such availability is provided to the Administrative Agent at or prior to the time period required by such Sections.

Financial Statements and Other Information. The Borrower will furnish If any time the Company is not subject to the Administrative Agent periodic disclosure obligations of the Exchange Act, the Company shall deliver to such Purchasers, in form and each Lendersubstance satisfactory to such Purchaser: (a) within as soon as available, but not later than ninety (90) days after the end of each fiscal year of the BorrowerCompany, a copy of the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in reasonable detail and accompanied by KPMG LLP or other a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accountants of recognized national standing to the effect accounting firm which report shall state without qualification that such consolidated financial statements present fairly in all material respects the financial condition as of such date and results of operations of and cash flows for the Borrower and its Subsidiaries periods indicated in conformity with GAAP applied on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearconsistent basis; (b) within as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the end of for such quarter and for such fiscal quarter and the then elapsed portion period commencing on the first day of the fiscal year, setting forth in each case in comparative form year and ending on the figures for (or, in the case last day of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearsuch quarter, all certified by a Financial Officer an appropriate officer of the Borrower Company as presenting fairly in all material respects the consolidated financial condition as of such date and results of operations of and cash flows for the Borrower and its Subsidiaries periods indicated in conformity with GAAP applied on a consolidated basis in accordance with GAAP consistently appliedconsistent basis, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled footnotes required by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodGAAP; (c) concurrently with as soon as available, but in any delivery event not later than ten (10) days after the end of financial statements under clause (a) or (b) each month of this Sectioneach fiscal year, a certificate of a Financial Officer the unaudited consolidated balance sheet of the Borrower (i) certifying as to whether Company and its Subsidiaries, and the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying related statements of operations and cash flows for such month and for 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 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in period commencing on the application of GAAP by) the Borrower has occurred since the date first day of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying fiscal year and ending on the effect last day of such change month, all certified by an appropriate officer of the Company as presenting fairly the consolidated financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments and the financial statements accompanying such certificate;absence of footnotes required by GAAP; and

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within ninety (90) 5 days after following the date the Parent or the Borrower files Form 10-Q with the SEC, the consolidated balance sheets of the Obligors as of the end of each fiscal year of such quarter, and the Borrower, the audited related consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholdersshareholders’ equity and cash flows of the Parent, Borrower and its their Subsidiaries as for such quarter and the portion of the fiscal year through the end of and for such yearquarter, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis prepared in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by in reasonable detail, together with a Financial certificate of a Responsible Officer of the Borrower as presenting stating that such financial statements fairly in all material respects present the financial condition of Parent, Borrower and their Subsidiaries as at such date and the results of operations of the Parent, Borrower and its their Subsidiaries for the period ended on a consolidated basis such date and have been prepared in accordance with GAAP consistently applied, subject to normal changes resulting from normal, year-end audit adjustments and except for the absence of footnotes; provided that, the requirements set forth in this clause notes; (b) may be fulfilled by providing to as soon as available and in any event within 5 days following the Lenders date the report of Parent or the Borrower to the SEC on files Form 10-Q K with the SEC, the consolidated balance sheets of Parent, Borrower and their Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent, Borrower and their Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail, accompanied by a report and opinion thereon of KPMG LLP or another firm of independent certified public accountants of recognized national standing acceptable to the applicable quarterly periodLenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit; (c) concurrently together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate”), which Compliance Certificate shall include details of any issues that are material that are raised by auditors and evidence reasonably satisfactory to the Majority Lenders of compliance with Section 10; (i) promptly upon receipt thereof copies of all letters of representation signed by an Obligor to its auditors and (ii) copies of all auditor reports delivered for each fiscal year delivered no more frequently than annually; (e) as soon as available but in any event within 45 days following the end of each fiscal year, a consolidated financial forecast for Parent, Borrower and their Subsidiaries for the following five fiscal years, including forecasted consolidated balance sheets, consolidated statements of income, shareholders’ equity and cash flows of Parent, Borrower and their Subsidiaries; (f) promptly after the same are released, copies of all press releases; (g) promptly, and in any event within five Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor except where such investigation, possible investigation or inquiry would not reasonably be expected to have a Material Adverse Effect; (h) the information regarding insurance maintained by Parent, Borrower and their Subsidiaries as required under Section 8.05; and (i) within 5 days of filing, provide access (via posting and/or links on the Parent’s or the Borrower’s website) to all reports on Form 10-K and Form 10-Q filed with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any delivery national securities exchange; and within 5 days of financial filing, provide notice and access (via posting and/or links on the Parent’s or the Borrower’s website) to all reports on Form 8-K filed with the SEC, and copies of (or access to, via posting and/or links on the Parent’s or the Borrower’s website) all other reports, proxy statements under clause (aand other materials filed by the Parent or the Borrower with the SEC, any Governmental Authority succeeding to any of the functions of the SEC or with any national securities exchange. Documents required to be delivered pursuant to Section 8.01(a) or (b) of this Sectionor referred to in Section 8.01(h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, a certificate of a Financial Officer of shall be deemed to have been delivered on the Borrower date (i) certifying as to whether on which the Parent or the Borrower has knowledge that posts such documents, or provides a Default has occurred and, if a Default has occurred, specifying link thereto on the details thereof and any action taken Parent’s or proposed to be taken with respect thereto, the Borrower’s website; (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01on which such documents are posted on the Parent’s or the Borrower’s behalf on an Internet or intranet website, 6.02if any, 6.04to which each Lender has access (whether a commercial, 6.05 and 6.07 and third party website or whether sponsored by the Lenders); or (iii) stating whether any material change in GAAP as applied by (on which the Parent or in the application of GAAP by) the Borrower has occurred since the date provides notice of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect filing of such change on documents with the financial statements accompanying such certificate;SEC by electronic mail message to the Lenders in accordance with Section 12.02.

Financial Statements and Other Information. The Borrower will furnish Company shall deliver to the Administrative Agent and Agent, with a copy for each Lender, the following: (a) within ninety (90) days after the end of each fiscal year of the BorrowerCompany, the its audited consolidated balance sheet and related consolidated statements of operationsincome, changes retained earnings and change in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries flow 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 KPMG LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-forty five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany (commencing with the fiscal quarter ending September 30, the 1999, a consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries Company as of the end of such fiscal quarter and the related consolidated statements of income, retained earnings and change in cash flow 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Responsible Officer of the Borrower Company as presenting fairly in all material respects the financial condition and results of operations of the Borrower 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of the financial statements under clause referred to in clauses (a) or and (b) of this Section), a certificate of a Financial Responsible Officer of the Borrower (i) Company certifying as to such officer's knowledge whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; (d) concurrently with any delivery of the financial statements referred to in clause (a), a certificate of the independent public accountants who certified such financial statements, if available from such independent public accountants, stating that in making the examination necessary to the audit thereof no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (iiwhich certificate may be limited to the extent permitted by accounting rules or guidelines); (e) following the Conversion Date, simultaneously with the delivery of any Expense Certificate in accordance with Section 8.12(a), to the Administrative Agent only, a certificate of a Responsible Officer of the Company setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01all Operating Expenses, 6.02, 6.04, 6.05 capital expenditures and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in income taxes paid out of the application of GAAP by) the Borrower has occurred Current Account since the date of the most recent audited financial statements last Expense Certificate; (f) promptly after its receipt, copies, to the extent in writing (or, to the extent not in writing, a certificate of a Responsible Officer of the Company setting forth each Governmental Action or Right-of-Way obtained which is not in writing and the procedure employed for obtaining such Governmental Action or Right-of-Way) of each Governmental Action or Right-of-Way obtained or made by the Company, or obtained or made by the Contractor and delivered to the Company pursuant to the Construction Contract; (g) promptly after the Company's delivery thereof or receipt thereof, as the case may be, a copy of each material notice, document, report, demand or other communication (not to include routine correspondence) delivered pursuant to Section 5.01(aany Project Document or otherwise, and a copy of each financial statement of any party to a Project Document (other than the Company) received by the Company pursuant to any Project Document; and (h) such other information respecting the conditions or operations, if financial or otherwise, of the Company or any such change has occurred, specifying Subsidiary thereof as the effect of such change on the financial statements accompanying such certificate;Administrative Agent may from time to time reasonably request.

Financial Statements and Other Information. The Borrower FCX will furnish to the Administrative Agent and each Lender:Lender (for purposes of this Section 5.01, each of FCX and PTFI is referred to as a “Reporting Person”): (a) within ninety (90) 90 days after the end of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the BorrowerExchange Act, by the date that the Annual Report on Form 10-K of such Reporting Person for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), an audited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of operationsincome, changes in net assets or stockholders’ comprehensive income, equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Ernst & Young LLP or other registered 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 Borrower such Reporting Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may that PTFI shall only be fulfilled by providing required to furnish such audited reports for any fiscal year to the Administrative Agent extent otherwise available to PTFI, and the Lenders the report of the Borrower to the SEC on Form 10-K if such audited reports are not otherwise available for the applicable any fiscal year; (b) , PTFI shall instead within forty-five (45) 90 days after the end of each of the first three (3) such fiscal quarters of each fiscal year of the Borroweryear, the furnish an unaudited consolidated balance sheet of PTFI and its consolidated Subsidiaries and related unaudited consolidated statements of operationsincome, changes in net assets or stockholders’ comprehensive income, equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower PTFI 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; provided that, the requirements set forth in this clause ; (b) may be fulfilled by providing to within 45 days after the Lenders the report end of each of the Borrower first three fiscal quarters of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the SEC Exchange Act, by the date that the Quarterly Report on Form 10-Q of such Reporting Person for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the applicable quarterly periodfiling of such form), an unaudited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of income as of the end of and for such fiscal quarter and related consolidated statements of income, comprehensive income, equity and cash flows for 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 such Reporting Person 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 of FCX under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower FCX (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01Section 6.06 and 6.07, 6.02(iii) setting forth reasonably detailed calculations of Consolidated Net Income, 6.04Consolidated Total Assets, 6.05 Consolidated Cash Interest Expense and 6.07 Consolidated EBITDAX as at the end of and for the applicable fiscal period and (iiiiv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accountants that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under Sections 6.06 or 6.07 (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials publicly filed by any Borrower with the SEC or any Governmental Authority succeeding to any or all of the functions of said Commission (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) so long as PTFI is a Subsidiary, a copy of any amendment to the Contract of Work or Memorandum of Understanding within 30 days following the execution and delivery thereof; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of such Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request; and (h) in the case of FCX, within 180 days after the end of each fiscal year of FCX, a copy of the Voluntary Principles on Security and Human Rights, prepared in a manner consistent with FCX’s past practice. Materials required to be delivered pursuant to clause (e) of this Section 5.01 shall be deemed to have been delivered on the date on which such materials are posted on the SEC’s website at xxx.xxx.xxx; provided that FCX shall promptly notify the Administrative Agent and the Lenders of any such posting.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, that the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

Financial Statements and Other Information. The Parent Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within ninety (90) days after the end period within which the Parent Borrower is required to deliver its annual report on Form 10-K under the Exchange Act and the regulations promulgated by the SEC thereunder for of each fiscal year of the BorrowerConsolidated Entities, the its audited consolidated and unaudited consolidating balance sheet sheets of the Consolidated Entities and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all such consolidated financial statements being reported on by KPMG PriceWaterhouseCoopers 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 Borrower and its Subsidiaries Consolidated Entities on a consolidated basis in accordance with GAAP consistently applied; provided that, applied and certified by its Financial Officer as presenting fairly in all material respects the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent financial condition and the Lenders the report results of operations of the Borrower to the SEC on Form 10-K for the applicable fiscal yearConsolidated Entities in accordance with GAAP consistently applied; (b) as soon as available, but in any event within fortythe period within which the Parent Borrower is required to deliver its quarterly report on Form 10-five (45) days after Q under the end of Exchange Act and the regulations promulgated by the SEC thereunder for each of the first three (3) fiscal quarters of each fiscal year the Consolidated Entities, its consolidated and consolidating balance sheets of the Borrower, the consolidated balance sheet Consolidated Entities and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 date or period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a its Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis Consolidated Entities in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) prior to the consummation of a Permitted Acquisition (or, if the aggregate consideration paid for such Permitted Acquisition is less than $60,000,000, within 30 days thereafter), the audited or, if the audited is unavailable, the unaudited balance sheets of the acquired Person (or part thereof) as of the most recently ended calendar quarter and related statements of income and cash flows for the most recently ended four calendar quarters and, if available, for the calendar months ended in the calendar quarter during which such Permitted Acquisition occurs; (d) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a its Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 6.10 and 6.07 6.11 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant for the 2015 fiscal year referred to in Section 5.01(a3.04(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements, registration statements and other materials filed by any Consolidated Entity with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Consolidated Entity to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Consolidated Entity (including without limitation any information required under the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. The information required to be delivered by paragraphs (a), (b) and (f) of this Section 5.01 shall be deemed to have been delivered on the date on which the Parent Borrower posts such information on its website on the Internet at xxx.xxxxxx.xxx or when such information is posted on the SEC’s website on the Internet at xxx.xxx.xxx; provided that the Parent Borrower shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders); provided further, that the Parent Borrower shall deliver paper copies of any such information to the Administrative Agent if the Administrative Agent or any Lender requests the Parent Borrower to deliver such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish Company shall deliver to each Purchaser (so long as such Purchaser holds any Stock) and to each holder of at least 15% of the Administrative Agent Investor Preferred issued hereunder and each Lenderholder of at least 15% of the Investor Common issued hereunder: (a) as soon as available but in any event within ninety (90) 30 days after the end of each monthly accounting period in each fiscal year of the Borroweryear, the audited unaudited consolidating and consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearmonthly period, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis prepared in accordance with GAAP generally accepted accounting principles, consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing subject to the Administrative Agent absence of footnote disclosures and the Lenders the report of the Borrower to the SEC on Form 10normal year-K for the applicable fiscal yearend adjustments; (b) accompanying the financial statements referred to in (i) above, an Officer's Certificate stating that neither the Company nor any of its Subsidiaries is in default under any of its material agreements or, if any such default exists, specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto; (c) within forty-five (45) 120 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the consolidating and consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case comparisons to the annual budget and to the preceding fiscal year, all prepared in comparative form accordance with generally accepted accounting principles, consistently applied, and accompanied by (a) with respect to the figures consolidated portions of such statements (except with respect to budget data), an opinion containing no exceptions or qualifications (except for qualifications regarding specified contingent liabilities) of an independent accounting firm of recognized national standing acceptable to the Majority Holders and (orb) a copy of such firm's annual management letter to the Board; (d) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company's operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder); (e) at least 30 days prior to the beginning of each fiscal year, an annual budget prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows), and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets, and within 30 days after any monthly period in which there is a material adverse deviation from the annual budget, an Officer's Certificate explaining the deviation and what actions the Company has taken and proposes to take with respect thereto; (f) promptly (but in any event within five business days) after the discovery or receipt of notice of any default under any material agreement to which it or any of its Subsidiaries is a party or any other event or circumstance affecting the Company or any Subsidiary which is reasonably likely to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company or any Subsidiary (including the filing of any material litigation against the Company or any Subsidiary or the existence of any material dispute with any Person which involves a reasonable likelihood of such litigation being commenced), an Officer's Certificate specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto; (g) with reasonable promptness, such other information and financial data concerning the Company and its Subsidiaries as any Person entitled to receive information under this SECTION 3A may reasonably request; and (h) copies of all financial statements, proxy statements, reports and any other general written communications which the Company sends to its stockholders, and copies of all registration statements and all regular, special or periodic reports which it files, or any of its officers or directors file with respect to the Company, with the Securities and Exchange Commission or with any securities exchange on which any of its securities are then listed, and copies of all press releases and other statements made available generally by the Company to the public concerning material developments in the Company's and its Subsidiaries' businesses. Each of the financial statements referred to in subsections (a) and (c) shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the unaudited financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject statements to changes resulting from normal year-end audit adjustments and the absence (none of footnotes; provided thatwhich would, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (alone or in the application of GAAP by) aggregate, be materially adverse to the Borrower has occurred since the date financial condition, operating results, assets, operations or business prospects of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Company and its Subsidiaries taken as a whole).

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lenderfor distribution to the Lenders: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerCompany, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Deloitte & Touche 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer on behalf of the Borrower Company by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate on behalf of the Company executed by a Financial Officer of the Borrower Company (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements, registration statements and other materials filed by the Company or any Subsidiary with the SEC or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; and (f) 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 or any Lender may reasonably request. All financial statements and reports referred to in Sections 6.015.01(a), 6.02, 6.04, 6.05 and 6.07 (b) and (iiie) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since shall be deemed to have been delivered upon the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System and the receipt by the Administrative Agent of electronic notice from the most recent audited Company with a link to such financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;and reports.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Borrower, (i) the audited annual financial statements with respect to such fiscal year of the Borrower, including all notes thereto, which statements shall include (x) a consolidated balance sheet, a consolidated statement of earnings and comprehensive income, a consolidated statement of changes in stockholders equity and a consolidated statement of cash flows, in each case for the Borrower and its Subsidiaries, and (y) for the Borrower, an unconsolidated and condensed balance sheet, a condensed statement of earnings and a condensed statement of cash flows, all of such financial statements referred to in clause (x) and (y) setting forth in comparative form the corresponding figures from the previous fiscal year, all prepared in conformity with GAAP and accompanied by an unqualified report and opinion of a firm of independent accountants of national standing and reputation (without a “going concern” or like qualification or exception), which shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the information set forth therein, and a statement from such independent accountants that no Default has occurred or is continuing, and (ii) for AIHL, an unaudited unconsolidated and condensed balance sheet and profit and loss statement; (b) as soon as available and in any event within 180 days after the end of each fiscal year of AIHL, the annual financial statements with respect to such fiscal year of AIHL, including all notes thereto, which statements shall include a consolidated balance sheet, a consolidated statement of earnings and comprehensive income, a consolidated statement of changes in member’s equity and a consolidated statement of cash flows, in each case for AIHL and its Subsidiaries, setting forth in comparative form the corresponding figures from the previous fiscal year, all prepared in conformity with GAAP and accompanied by an unqualified report and opinion of a firm of independent accountants of national standing and reputation (without a “going concern” or like qualification or exception), which shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the information set forth therein; (c) as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower and its Subsidiaries, (i) the unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of such quarter, (ii) the unaudited, unconsolidated and for such year, setting forth in condensed balance sheet and profit and loss statement of each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries AIHL, as of the end of such quarter, and (iii) the related unaudited statements of earnings and comprehensive income of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity such quarter and cash flows of the Borrower and its Subsidiaries as on a consolidated basis for such quarter; (d) simultaneously with the delivery of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting items set forth in each case in comparative form the figures for paragraphs (ora) and (c) of this Section, an investment schedule substantially in the case of form attached hereto as Schedule 5.01(d), providing in reasonable detail the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations investments for each of the Borrower and its Subsidiaries on a consolidated basis in accordance AIHL; (e) promptly after the Borrower or any ERISA Affiliate knows that any ERISA Event has occurred with GAAP consistently applied, subject respect to normal year-end audit adjustments and which the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report liability or potential liability of the Borrower or any of its ERISA Affiliates would have a Material Adverse Effect, a statement of a Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to the SEC on Form 10-Q for the applicable quarterly periodtake with respect thereto; (cf) promptly after the receipt thereof by the Borrower or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan where such action would have a Material Adverse Effect; (g) concurrently with any delivery of financial statements under clause clauses (a) or ), (b) of this Sectionand (c) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 Section 6.09 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to Section 5.01(ain Sections 3.04(a) or 3.04(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (i) simultaneously with delivery to the Borrower’s holders of any class of its debt securities or public equity securities, copies of all other financial statements, proxy statements, reports, notices, and other matters at any time or from time to time prepared by the Borrower, and (ii) upon the filing thereof, copies of all registrations, statements, reports and notices and other filings that the Borrower files with the SEC; and (i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (a), (c), and (g) above, the Borrower may make available such items on the Borrower’s website at xxx.xxxxxxxxx.xxx or at such other website as notified to the Administrative Agent and the Lenders, which shall be deemed to have satisfied the requirement of delivery of such items in accordance with this Section upon delivery to the Administrative Agent of a notice (x) that the particular item is available and (y) identifying the internet link to such item.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent Agent, which shall furnish to each Issuing Bank and each Lender, the following: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerFiscal Year, the its audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such yearFiscal Year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing (without a “going concern” or like statement, qualification or exception (other than solely as a result of (x) a maturity date in respect of any Indebtedness or (y) the projected or potential breach of a financial covenant set forth in this Agreement or any other agreement governing any Indebtedness, in each case, during the one-year period following the date such opinion is delivered) 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 condition, results of operations and cash flow of the Borrower and its the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Year in accordance with GAAP consistently applied; provided thatapplied and accompanied by a narrative report describing the financial position, results of operations and cash flows of the requirements set forth Borrower and the consolidated Subsidiaries and a comparison to the consolidated budget delivered pursuant to subclause (d) below in this clause (a) may be fulfilled by providing respect of such Fiscal Year, each in a form reasonably satisfactory to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearAgent; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, the its unaudited consolidated balance sheet and related unaudited consolidated statements of operationsoperations and comprehensive income, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearsuch 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a Financial Responsible Officer of the Borrower as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower and its the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Quarter and such portion of such Fiscal Year in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, and accompanied by a narrative report describing the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report financial position, results of operations and cash flows of the Borrower and the consolidated Subsidiaries in a form reasonably satisfactory to the SEC on Form 10-Q for the applicable quarterly periodAdministrative Agent; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower duly completed Compliance Certificate (i) certifying as to whether the Borrower has knowledge that a Default has occurred exists and, if a Default has occurredexists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the financial covenants contained in Sections 6.01, 6.02, 6.04, 6.05 6.11 and 6.07 6.12 and (B) in the case of financial statements delivered under clause (a) above, beginning with the financial statements for the Fiscal Year of the Borrower ending December 31, 2016, of Excess Cash Flow, (iii) at any time when there is any Unrestricted Subsidiary, including as an attachment with respect to each such financial statement an Unrestricted Subsidiary Reconciliation Statement and (iv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the later of the date of the most recent Borrower’s audited financial statements referred to in Section 3.04 and the date of the prior Compliance Certificate delivered pursuant to Section 5.01(athis clause (c) indicating such a change and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate; (d) within 90 days after the end of each Fiscal Year, a detailed consolidated budget for the forthcoming Fiscal Year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such Fiscal Year, and as of the end of and for each fiscal quarter in such Fiscal Year, and setting forth the assumptions used for purposes of preparing such budget); (e) promptly after the request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; (f) promptly after the reasonable request by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to the holders of its Equity Interests generally, as applicable; and (h) subject to the last sentence of Section 5.08, promptly following any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent, any Issuing Bank or any Lender may reasonably request. Information required to be furnished pursuant to clause (a), (b), (f) or (g) of this Section shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be furnished pursuant to this Section may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower Parent or the Company will furnish to the Administrative Agent and each Lender: (a) within ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerParent (or, if earlier, by the date that the Annual Report on Form 10-K of the Parent for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), the Parent’s audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG 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 Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerParent (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the Parent for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), the Parent’s condensed consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Company or the Parent substantially in the form of Exhibit B hereto (a “Compliance Certificate”) (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and Section 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 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, proxy statements and other materials (other than those that deal with routine matters) filed by the Parent or the Company or any other Loan Party 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; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent, the Company or any other Loan Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01, and solely with respect to the following clause (iii) below, clause (c) of this Section 5.01, may be delivered electronically and if so delivered, shall be deemed to have been delivered on (i) the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) the Company’s website (xxx.xxxxxxxxxxxxxx.xxx), or (iii) such other internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or a website sponsored by the Administrative Agent); provided that the Company shall notify (which may be by Electronic Communication) the Administrative Agent of the filing or posting of any such documents and, at the request of the Administrative Agent, provide the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or comprehensive income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous prior fiscal year, all reported on audited by KPMG and accompanied by the opinion of PricewaterhouseCoopers LLP or other another independent registered public accountants accounting firm 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 fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and such fiscal quarter, the related consolidated statements of income for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of completed Compliance Certificate signed by a Financial Officer of the Borrower Borrower, (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.016.11 and 6.12, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether if any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the consolidated balance sheet of the Borrower most recent recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.04) that has had, or could have, a significant effect on the calculations of the Leverage Ratio or the Fixed Charge Coverage Ratio, specifying the nature of such change and the effect thereof on such calculations and (iv) certifying that all notices required to be provided under Sections 5.03 and 5.04 have been provided and that the Collateral and Guarantee Requirement remains satisfied in all material respects or setting forth any information not included in the Perfection Certificate that would have been required to be included in such Perfection Certificate had it been dated as of the date of the Compliance Certificate delivered pursuant to this Section; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that audited such financial statements stating whether it obtained knowledge during the course of its examination of such financial statements of any Default and, in the case it shall have obtained knowledge of any Default, specifying the details thereof (which certificate may be limited to the extent required by accounting rules or guidelines); provided that such certificate shall not be required to be delivered if the Borrower has used commercially reasonable efforts to cause such certificate to be delivered by such accounting firm and such accounting firm has informed the Borrower that it is not willing to provide such certificate; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (f) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (g) promptly after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to clause (a), (b) or (e) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports or other reports containing such information, shall have been posted 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 SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered pursuant to Section 5.01(aunder clause (a) andor (b) above shall be restated, if any the Borrower shall deliver, promptly after such change has occurred, specifying the effect of such change on the restated financial statements accompanying become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such certificate;restatement, signed by a Financial Officer of the Borrower.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borroweryear, the audited consolidated Consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its the Subsidiaries 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 KPMG 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the consolidated Consolidated balance sheet sheets and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower and its the Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding fiscal quarter end, and period or periods periods, of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodadjustments; (c) concurrently with any delivery of financial statements under clause clauses (a) or (b) of this SectionSection 6.01, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth (A) reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 7.12 and 6.07 7.13 and (B) any change in the Guarantors as of the date of such certificate and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a4.04(a) 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, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission, or with any national securities exchange, or distributed by the Borrower or any Subsidiary to its shareholders generally, as the case may be, and delivery by the Borrower of its (i) Annual Report on Form 10-K for each fiscal year of the Borrower containing financial statements reported on in a manner acceptable to the Securities and Exchange Commission by independent public accountants of recognized national standing and (ii) report on Form 10-Q for each of the first three fiscal quarters of each fiscal year of the Borrower with the financial statements contained therein certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, in each case within the time periods prescribed by Section 6.01(a) or 6.01(b), respectively, shall be deemed to satisfy the requirements of Section 6.01(a) or 6.01(b), as the case may be; (e) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will Parent shall furnish to the Administrative Agent and (with sufficient copies for each Lender:): (a) within ninety Within ten (9010) days after the end of each calendar month of each fiscal year year, proof of the Borrower’s compliance with Section 10.01, which proof may be in the audited consolidated balance sheet and related form of copies of one or more bank statements of operationsdemonstrating such compliance, changes in net assets or stockholders’ equity and cash flows accompanied by a certification thereof from the chief financial officer of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;Borrower. (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the (i) an unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries as of the end of such fiscal quarter, and (ii) the related unaudited consolidated statements of income, shareholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year through the end of such fiscal quarter, in each case, prepared in accordance with GAAP consistently applied (subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes), all in reasonable detail and setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of in the previous preceding fiscal year, all certified by together with (iii) a Financial certificate of a Responsible Officer of the Borrower as presenting Parent stating that such financial statements (x) fairly present in all material respects the financial condition of Parent and its Subsidiaries as at such date and the results of operations of the Borrower Parent and its Subsidiaries for the period ended on a consolidated basis such date and (y) have been prepared in accordance with GAAP consistently applied, subject to normal changes resulting from normal, year-end audit adjustments and except for the absence of footnotesnotes; provided that, that documents required to be furnished pursuant to this Section 8.01(b) shall be deemed furnished on the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC date that such documents are publicly available on Form 10-Q for the applicable quarterly period;“XXXXX”. (c) concurrently with As soon as available and in any delivery event within ninety (90) days after the end of financial statements under clause (a) or (b) of this Sectioneach fiscal year, a certificate of a Financial Officer of the Borrower (i) certifying the audited consolidated balance sheet of Parent and its Subsidiaries as to whether of the Borrower has knowledge that a Default has occurred andend of such fiscal year, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) the related audited consolidated statements of income, shareholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of any “Big Four” accounting firm or another firm of independent certified public accountants of recognized national standing reasonably detailed calculations demonstrating acceptable to the Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and in the case of such consolidated financial statements, certified by a Responsible Officer of Parent; provided that documents required to be furnished pursuant to this Section 8.01(c) shall be deemed furnished on the date that such documents are publicly available on “XXXXX” (d) (i) together with the financial statements required pursuant to Sections 8.01(b) and 8.01(c), a Compliance Certificate delivered by the chief financial Responsible Officer of Parent as of the end of the applicable accounting period, substantially in the form of Exhibit E including a summary of Revenue generated by the Products (in reasonable detail and in a manner that segregates Revenue by type of Product) and which evidences the Obligors’ compliance with Sections 6.01Section 10.02 and, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in with respect to the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a8.01(c), details of any issues that are material that are raised by Parent’s auditors and (ii) and, if any such change has occurred, specifying the effect of such change on together with the financial statements accompanying required pursuant to Sections 8.01(b) and 8.01(c), a management discussion and analysis, prepared in writing and in reasonable detail, discussing Parent’s financial condition and results of operations as set forth in such certificate;financial statements. (e) As soon as available and in any event no later than sixty (60) days following the end of each fiscal year of Parent, copies of an annual budget (or equivalent) on a consolidated basis for Parent and its Subsidiaries, approved by Parent’s Board, for the then current fiscal year, in form reasonably satisfactory to the Agent, together with the Projections used in the preparation thereof, accompanied by a certificate of the chief financial officer of Parent certifying (in his or her capacity as an officer of Parent and not in his or her individual capacity) that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believed that such Projections are incorrect or misleading in any material respect. (f) Promptly, and in any event within five (5) Business Days after receipt thereof by Parent or any of its Subsidiaries, copies of each material notice or other material correspondence received from any securities regulator or exchange to the authority of which Parent may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Parent or any such Subsidiary; provided that documents required to be furnished pursuant to this Section 8.01(f) shall be deemed furnished on the date that such documents are publicly available on “XXXXX”. (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to all the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent or any of its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which Parent or any such Subsidiary, as applicable, may become subject from time to time; provided that documents required to be furnished pursuant to this Section 8.01(g) shall be deemed furnished on the date that such documents are publicly available on “XXXXX”. (h) The information regarding insurance maintained by Parent and its Subsidiaries as required under Section 8.05. (i) As soon as possible and in any event within five (5) Business Days after the Borrower obtains knowledge of any Claim related to any Product or inventory involving more than $500,000, written notice thereof from a Responsible Officer of Parent which notice shall include a statement setting forth details of such Claim. (j) Such other information respecting the operations, properties, business, liabilities or condition (financial and otherwise) of Parent and each of its Subsidiaries (including with respect to the Collateral) as the Agent or any Lender may from time to time reasonably request. Each of the Parent and the Borrower hereby acknowledges that the Agent or the Lenders may not wish to receive material non-public information with respect to the Parent, the Borrower or their Affiliates, or the respective securities of any of the foregoing, and the Agent, the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to such Persons’ securities. Notwithstanding anything to the contrary in this Agreement, the Parent and the Borrower covenant and agree that, except for the information required pursuant to clauses (b), (c), (d) and (j) above, neither it, nor any Person acting on its behalf, will provide, or become obligated to provide, the Agent or any Lender or their respective representatives or agents with any other information that the Parent or the Borrower reasonably believes constitutes material non-public information, unless prior thereto, such receiving Person shall have confirmed to the Parent or the Borrower, as applicable, in writing that it consents to receive such information. The Parent and the Borrower hereby acknowledge that each Lender is relying on the foregoing covenant in effecting transactions in securities of the Parent.

Financial Statements and Other Information. The Borrower will furnish Company shall deliver to the Administrative Agent each Major Member and each LenderQualifying Executive: (ai) within ninety (90) 30 days after the end of each fiscal year of the Borrowermonthly accounting period in each Fiscal Year, the audited unaudited consolidated balance sheet and related statements of income or operations, changes in net assets or stockholders’ equity (or the equivalent) and cash flows of the Borrower Company and its Subsidiaries on a combined basis for such monthly period and for the period from the beginning of the Fiscal Year to the end of such month, and an unaudited consolidated balance sheet of the Company and its Subsidiaries on a combined basis as of the end of such month, setting forth for each monthly accounting period in each Fiscal Year comparisons to the Company’s annual budget and to the corresponding period in the preceding Fiscal Year, and all such statements shall be prepared in accordance with GAAP, consistently applied; (ii) within 45 days after the end of each quarterly accounting period in each Fiscal Year, unaudited consolidated statements of income or operations, stockholders’ equity (or the equivalent) and cash flows of the Company and its Subsidiaries on a combined basis for such quarterly period and for the period from the beginning of the Fiscal Year to the end of such yearquarter, and an unaudited consolidated balance sheet of the Company and its Subsidiaries on a combined basis as of the end of such quarter, setting forth for each quarterly accounting period in each Fiscal Year comparisons to the Company’s annual budget and to the corresponding period in the preceding Fiscal Year, and all such statements shall be prepared in accordance with GAAP, consistently applied; (iii) within 120 days after the end of each Fiscal Year, consolidated statements of income or operations, stockholders’ equity (or the equivalent) and cash flows of the Company and its Subsidiaries on a combined basis for such Fiscal Year, and a consolidated balance sheet of the Company and its Subsidiaries on a combined basis as of the end of such Fiscal Year, setting forth in each case comparisons to the Company’s annual budget and to the preceding Fiscal Year, all prepared in comparative form accordance with GAAP, consistently applied and accompanied by (a) an unqualified opinion of the figures Company’s accounting firm (selected by the Company’s board of directors (the “Board”), but subject to the approval of the holders of a majority of the then issued and outstanding Class A Units (the “Investor Majority”) if such firm is not a “Big Four” accounting firm) and (b) a copy of such firm’s annual management letter to the Company’s audit committee; (iv) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s or any of its Subsidiaries’ operations or financial affairs given to the Company or any of its Subsidiaries by their independent accountants (and not otherwise contained in other materials provided hereunder); (v) at least 15 days but no more than 60 days prior to the beginning of each Fiscal Year, an annual budget and operating plan prepared on a quarterly basis for the previous fiscal yearCompany and its Subsidiaries for such Fiscal Year (displaying anticipated statements of income and cash flows and balance sheets and approved by the Board), all reported on and (x) promptly upon preparation thereof any other significant budgets or operating plans prepared by KPMG LLP the Company and any revisions of such annual or other independent public accountants budgets or operating plans and (y) promptly upon any substantial adverse deviation from such annual budget in any month, a written report explaining the extent and causes of recognized national standing such deviation and the actions proposed by the Company to be taken with respect thereto; (vi) promptly after the effect that discovery or receipt of notice of any material noncompliance or default under any material agreement to which the Company or any of its Subsidiaries is a party or any material adverse change, event or circumstance affecting the Company or any of its Subsidiaries (including the filing of any material litigation against the Company or any of its Subsidiaries or the existence of any known material dispute with any Person which involves a reasonable likelihood of such consolidated litigation being commenced), a certificate specifying the nature and period of existence thereof and what actions the Company and/or its Subsidiaries have taken and propose to take with respect thereto; and (vii) with reasonable promptness, such other financial data and information (including regulatory/compliance information) concerning the Company and its Subsidiaries as any Investor may reasonably request. Each of the financial statements referred to in Sections 1A(i) and 1A(iii) shall present fairly in all material respects the financial condition and operating results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries as and to the extent specified above as of the end of dates and for such fiscal quarter and the then elapsed portion of the fiscal yearperiods set forth therein, setting forth in each case in comparative form the figures for (or, subject in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the unaudited financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject statements to changes resulting from normal year-end audit adjustments for recurring accruals (none of which would, alone or in the aggregate, be materially adverse to the financial condition, operating results, assets or operations of the Company and its Subsidiaries taken as a whole) and the absence of footnotesfootnotes with respect thereto. Notwithstanding the foregoing, the provisions of this Section 1A and Section 1B shall cease to be effective so long as the Company is subject to the periodic reporting requirements of the Securities Exchange Act and continues to comply with such requirements. Except as otherwise required by law or judicial order or decree or by any governmental agency or authority, each Person entitled to receive information regarding the Company and its Subsidiaries under this Section 1A or Section 1B shall use the same standards and controls which such Person uses to maintain the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain the confidentiality of all nonpublic information of the Company and its Subsidiaries obtained by it pursuant to this Section 1A or Section 1B below; provided thatthat each such Person may disclose such information (a) to managers, the requirements set forth in this clause partners, members, directors, officers, representatives and agents of such Person, (b) may be fulfilled by providing to in connection with enforcing such Person’s rights under this Agreement and the Lenders other agreements contemplated hereby (including the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; Transaction Agreements), (c) concurrently as part of such Person’s normal reporting, rating or review procedure (including normal credit rating and pricing process), or in connection with such Person’s or its Affiliates’ normal fundraising and related marketing, or informational or reporting activities, or to such Person’s or its Affiliates’ auditors, accountants, attorneys or other agents, or (d) in connection with any delivery proposed sale or transfer of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer Company equity securities if such Person’s transferee agrees in writing to be bound by the confidentiality provisions hereof for the benefit of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Company.

Financial Statements and Other Information. (a) The Borrower will Borrowers shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of the Borrowers and their Subsidiaries in accordance with GAAP. The Borrowers shall promptly furnish to the Administrative Agent Lender all such financial and each other information as the Lender shall reasonably request relating to the Collateral and the assets, business and operations of the Borrowers, and shall notify the auditors and accountants of the Borrowers that the Lender is authorized to obtain such information directly from them. Without limiting the foregoing, the Borrowers shall furnish or cause to be furnished to the Lender, the following: (ai) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Coachmen and its consolidated Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Coachmen, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit 8.6(a)(i) hereto, along with a schedule in form reasonably satisfactory to the Lender of the calculations used in determining, as of the end of such month, whether the Borrowers were in compliance with the covenants set forth in Sections 8.21 through 8.27 of this Loan Agreement for such month, and (ii) within ninety (90) days after the end of each fiscal year of the Borroweryear, the audited consolidated balance sheet financial statements and related unaudited consolidating financial statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Coachmen and its consolidated Subsidiaries as of the end of and for such year, setting forth (including in each case in comparative form balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the figures for the previous fiscal yearaccompanying notes thereto, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present in reasonable detail, fairly presenting in all material respects the financial condition position and the results of the operations of the Borrower Coachmen and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth together with the unqualified opinion of independent certified public accountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by the Borrowers and reasonably acceptable to the Lender, that such financial statements have been prepared in each case in comparative form the figures for (oraccordance with GAAP, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting present fairly in all material respects the financial condition and results of operations and financial condition of Coachmen and its consolidated Subsidiaries as of the Borrower end of and for the fiscal year then ended, and (iii) at such time as available, but in no event later than thirty (30) days prior to the end of each fiscal year (except for the fiscal year of the Borrowers ending December 31, 2009, which will be fifteen (15) days), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Coachmen and its consolidated Subsidiaries for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by the Borrowers to the Lender prior to the date hereof, together with such supporting information as the Lender may reasonably request. Such projected financial statements shall be prepared on a consolidated monthly basis for the next succeeding year, shall represent the Borrowers’ reasonable best estimate of the future financial performance of the Borrowers for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which the Borrowers believe are fair and reasonable as of the date of preparation in accordance with GAAP consistently applied, subject to normal year-end audit adjustments light of current and the absence of footnotes; provided that, the requirements reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in this clause such projected financial statements). Each year the Borrowers shall provide to the Lender a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as the Lender may require. (b) may be fulfilled by providing to The Borrowers shall promptly notify the Lenders the report Lender in writing of the Borrower details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to Collateral reasonably expected to have a value of more than $200,000 or which if adversely determined would result in any material adverse change in the SEC on Form 10-Q for Borrowers’ business, properties, assets, goodwill or condition, financial or otherwise; (ii) any Material Contract of the applicable quarterly period;Borrowers being amended or terminating or any new Material Contract entered into (in which event the Borrowers shall provide the Lender with a copy of such Material Contract); (iii) any order, judgment or decree in excess of $200,000 shall have been entered against the Borrowers or any of their properties or assets; (iv) any notification of a material violation of laws or regulations received by the Borrowers; (v) any ERISA Event; and (vi) the occurrence of any Default or Event of Default. (c) concurrently Promptly after the sending or filing thereof, the Borrowers shall send to the Lender copies of (i) all reports which the Borrowers send to their security holders generally; (ii) all reports and registration statements which the Borrowers file with the Securities Exchange Commission, any delivery national or foreign securities exchange or the National Association of Securities Dealers, Inc. and such other reports as the Lender may hereafter specifically identify to the Borrowers that the Lender will require be provided to the Lender; (iii) all press releases; and (iv) all other statements concerning material changes or developments in the business of the Borrowers made available by the Borrowers to the public. (d) The Borrowers shall furnish or cause to be furnished to the Lender such budgets, forecasts, projections and other information respecting the Collateral and the business of the Borrowers, as the Lender may, from time to time, reasonably request. The Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of the Borrowers to any court or other Governmental Authority, to any Affiliate of the Lender or to any purchaser or assignee or prospective purchaser or assignee of the Notes. The Borrowers hereby irrevocably authorize and direct all accountants or auditors to deliver to the Lender, at the Borrowers’ expense, copies of the financial statements under clause of the Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of the Borrowers and to disclose to the Lender such information as they may have regarding the business of the Borrowers. Any documents, schedules, invoices or other papers delivered to the Lender may be destroyed or otherwise disposed of by the Lender one (1) year after the same are delivered to the Lender, except as otherwise designated by the Borrowers to the Lender in writing. (e) If any of the Borrowers’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Lender and to follow the Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing. (f) The Borrowers shall furnish or cause to be furnished to the Lender the following: (a) promptly and in any event within fifteen (15) days after any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate files a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of a Plan with an Unfunded Pension Liability, a copy of such IRS Form 5500 (including the Schedule B); (b) promptly and in any event within thirty (30) days after any of this Sectionthe Borrowers, any of their Subsidiaries, or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower (i) certifying as to whether Representative describing such ERISA Event and the Borrower has knowledge that a Default has occurred andaction, if a Default has occurredany, specifying the details thereof and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary of a Borrower, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; provided, that, in the case of ERISA Event under clause (b) of the definition thereof, the thirty (30)-day period set forth above shall be a ten (10)-day period, and, in the case of ERISA Events under clause (d) of the definition thereof, in no event shall notice be given later than the occurrence of the ERISA Event; (c) promptly, and in any event within thirty (30) days, after becoming aware that there has been (i) a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given, or from any prior notice, as applicable; (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01the existence of potential withdrawal liability under Section 4201 of ERISA, 6.02if any of the Borrowers, 6.04any of their Subsidiaries, 6.05 or any ERISA Affiliate were to withdraw completely from any and 6.07 and all Multiemployer Plans; (iii) stating whether the adoption of, or the commencement of contributions to, any Multiemployer Plan or any Plan subject to Section 412 of the Code or Section 302 of ERISA by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code or Section 302 of ERISA which results in a material change increase in GAAP as applied by contribution obligations of any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower Representative; and (d) if, at any time after the date hereof, any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), a Plan or Multiemployer Plan which is not set forth in the application of GAAP bySchedule 6.9(a) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant Perfection Certificate, then the Borrowers shall deliver to Section 5.01(athe Lender an updated Schedule 6.9(a) andas soon as practicable, if and in any event within ten (10) days after the Borrower, such change has occurredSubsidiary, specifying the effect of or such change on the financial statements accompanying such certificate;ERISA Affiliate maintains or contributes to (or incurs an obligation to contribute to), thereto.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and for each Lender: (a) within ninety (90) days after the end of each fiscal year of the BorrowerBorrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Deloitte & Touche 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01Section 6.12, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements most recently delivered pursuant to Section 5.01(a) the Administrative Agent and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but in any event not more than sixty (60) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Borrower for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any 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 were made available by the Borrower to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request and that is readily available to the Borrower. Documents required to be delivered pursuant to clauses (a), (b) and (f) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (with sufficient copies for each Lender:): (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower in the form of Exhibit D (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 6.07 and 6.07 6.08 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. The Borrower may at its option satisfy its obligations under paragraphs (a) and (b) of this Section by delivering copies of its Form 10-K and Form 10-Q filings (or any successor forms), respectively, as filed with the Securities and Exchange Commission for the relevant period; provided that such filings contain the required information and are certified by a Financial Officer of the Borrower.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerHoldings, the an audited consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower for Holdings and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (if any), all reported on with such audited balance sheet and related consolidated financial statements audited by KPMG 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, except to the extent solely due to the scheduled occurrence of a Maturity Date within one year from the date of such audit or failure to comply with Section 6.12) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerHoldings, the a consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower for Holdings and its consolidated Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with within five (5) Business Days after any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate (a “Compliance Certificate”) of a Financial Officer of the Borrower Holdings (i1) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (2) commencing with the certificate delivered pursuant to clause (b) above for the first full fiscal quarter ending after the Closing Date setting forth (i) a calculation of the Total Net Leverage Ratio as of the last day of the most recent Test Period (ii) a calculation of the First Lien Net Leverage Ratio as of the last day of the most recent Test Period and (iii) a calculation of the Secured Net Leverage Ratio as of the last day of the most recent Test Period and (3) solely in the case of Compliance Certificates accompanying financial statements referred to in clause (a) above, (i) confirming whether the Guarantor Coverage Test is satisfied and setting forth computations thereof in reasonable detail and (ii) setting forth a calculation of Excess Cash Flow with respect to such fiscal year; (d) for any period for which the Unrestricted Subsidiaries, taken together, are reasonably detailed calculations demonstrating anticipated to have had revenues or total assets in an amount that is equal to or greater than 10% of the consolidated revenues or total assets, as applicable, of Holdings and its Restricted Subsidiaries, concurrently with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, if applicable, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements; (e) promptly after any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings or any Restricted Subsidiary, or compliance with Sections 6.01the terms of any Loan Document, 6.02, 6.04, 6.05 and 6.07 and as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent; (iiif) stating whether any material change in GAAP as applied by (or in concurrently with the application of GAAP by) the Borrower has occurred since the date delivery of the most recent audited certificate of a Financial Officer of Holdings under clause (c) above with respect to financial statements delivered pursuant to clause (a) above, a Perfection Certificate Supplement reflecting all changes since the Closing Date or the date of the information most recently received pursuant to this Section 5.01(f), as applicable (or, if there have been no changes to any such schedules since the Closing Date or the previous update required hereby, as applicable, a certification of a Financial Officer of Holdings (which may, at the option of Holdings, be included in the Compliance Certificate) as to the absence of any changes); (g) concurrently with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, the related customary management discussion and analysis; and (h) within five (5) Business Days of receipt of notice thereof by Holdings, if written notice of any announcement by S&P of a change in Holdings’ corporate credit rating. In no event shall the requirements set forth in this Section 5.01 require Holdings, the Borrowers or any of their Restricted Subsidiaries to provide any such change information (i) which constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) which is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that Holdings or a Restricted Subsidiary shall provide notice to the Administrative Agent that information has occurred, specifying not been provided pursuant to this paragraph to the effect extent permitted by Law and not in contravention of such change privilege. Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or be available on the website of the SEC at xxxx://xxx.xxx.xxx; provided that, for the avoidance of doubt, Holdings shall be required to provide copies of the Compliance Certificate. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements accompanying delivered under clause (a) or (b) above shall be restated, the Borrowers shall deliver, promptly after such certificate;restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of Holdings. Holdings and each Borrower hereby acknowledges that (a) the Administrative Agent and the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Holdings and the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings, the Borrowers or their respective Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Holdings and each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders (other than materials made available on the website of the SEC) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Holdings and each Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings, each Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Financial Statements and Other Information. The Borrower will furnish Deliver to the Administrative Agent and each Lender: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year Fiscal Year, a copy of the Borrowerannual audited report for such Fiscal Year for the Borrower and its Subsidiaries, the audited containing a consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and reported on by KPMG LLP or other independent public accountants of nationally recognized national standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit, except to the extent any qualification results solely from a current maturity of any Indebtedness) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP consistently applied; provided that, and that the requirements set forth examination by such accountants in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearconnection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, the an unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income or operations and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods quarter and the corresponding portion of the Borrower’s previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by a Financial Officer the chief executive officer, chief financial officer, treasurer or controller of the Borrower as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any the delivery of the financial statements under clause (areferred to in Sections 5.1(a) or and (b) of this Section), a certificate of a Financial Officer Compliance Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i) certifying as to whether the Borrower has knowledge that there exists a Default has occurred andor Event of Default on the date of such certificate, and if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretoan Event of Default then exists, (ii) setting forth reasonably detailed in reasonable detail calculations demonstrating compliance with Sections 6.01the financial covenants set forth in Article VI, 6.02, 6.04, 6.05 and 6.07 and (iii) certifying that as of the date thereof, all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, (iv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) andAudited Financial Statements, and if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate and (v) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Effective Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be; (d) as soon as available and in any event within sixty (60) days after the end of any Fiscal Year, a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet and statement of cash flow of the Borrower and its Subsidiaries on a quarterly basis for such succeeding Fiscal Year; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (f) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request. If at any time the Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy its obligation (i) to deliver the financial statements referred to in Sections 5.1(a) and (b) by delivering such financial statements by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrower from time to time and (ii) to deliver the documents specified in Section 5.1(e) by posting such documents, or providing a link thereto on (A) the Borrower’s website on the Internet at the website address listed in Section 11.1 or (B) an Internet or intranet website on which such documents are posted on the Borrower’s behalf and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, Debt Domain or a substantially similar electronic transmission system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute information subject to the confidentiality provisions of Section 11.11, they shall be treated as set forth in Section 11.11); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (4) the Administrative Agent and any Affiliate thereof and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, that the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 6.04 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Parent and the Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerParent, the audited consolidated balance sheet of the Parent and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Xxxxx Xxxxxxxx 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 Borrower Parent and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerParent, the consolidated balance sheet of the Parent and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of the Parent's financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of each of the Parent and the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth the Leverage Ratio as of the end of the period covered by such financial statements, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.016.11, 6.026.12, 6.046.13, 6.05 6.14, 6.15 and 6.07 and 6.16, (iiiiv) stating whether any material change in GAAP as applied by (or in the application of GAAP bythereof that materially affects the Parent's financial statements accompanying such certificate (it being understood that any change that would affect compliance with any covenant set forth herein or the Applicable Rate shall be considered material) the Borrower has occurred since the date of the most recent Parent's audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (v) if the financial statements accompanying such certificate include consolidated financial information for any Unrestricted Subsidiary, setting forth on a schedule attached to such certificate a reasonably detailed calculation of all adjustments to such financial statements necessary in order to reflect the financial condition and results of operations of the Parent and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become available but in any event within 105 days after the end of each fiscal year of the Parent, the Business Plan for the current fiscal year and updated financial projections through the earlier of (i) the eighth fiscal year thereafter and (ii) the fiscal year during which the latest Maturity Date occurs; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent or any Subsidiary with the Securities and Exchange Commission, 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 Parent to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent or any Subsidiary, or compliance with the terms of any Loan Document, as either Agent or any Lender may reasonably request (including, if requested by any Lender, unaudited balance sheets and statements of operations for the Borrower).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and for distribution to each Lender:Lender (provided that, the Administrative Agent shall not be required to distribute any document or report to any Lender to the extent such distribution would cause the Administrative Agent to breach or violate any agreement that it has with another Person (including any non-reliance or non-disclosure letter with any Approved Third-Party Appraiser)): (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet statements of assets and liabilities and the related audited consolidated statements of operations, audited consolidated statements of changes in net assets or stockholders’ equity and assets, audited consolidated statements of cash flows and related audited consolidated schedules of investments of the Borrower and its Subsidiaries on a consolidated basis as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (to the extent full fiscal year information is available), all reported on by KPMG McGladrey LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (which report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided that, that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders for distribution to each Lender the report of filed by the Borrower to with the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet statements of assets and liabilities and the related consolidated statements of operations, consolidated statements of changes in net assets or stockholders’ equity and assets, consolidated statements of cash flows and related consolidated schedules of investments of the Borrower and its Subsidiaries on a consolidated basis 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 (or, in the case of the statement of assets and liabilities or balance sheetliabilities, as of the end of) the corresponding period or periods of the previous fiscal year (to the extent such information is available for the previous fiscal year), all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, that the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders Administrative Agent for distribution to each Lender the report of filed by the Borrower to with the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this SectionSection (or solely with respect to clause (vi) of this Section 5.01(c), within ten (10) calendar days thereafter), a certificate of a Financial Officer of the Borrower (i) to the extent the requirements in clause (a) and (b) of this Section 5.01 are not fulfilled by the Borrower delivering the applicable report delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial statements filed by the Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.016.01(c), 6.02(d), 6.04and (e), 6.05 6.02(f), 6.04(c) and (i), 6.05(b) and 6.07 and during the period reported on, (iiiiv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of Restatement Effective Date (but only if the most recent audited financial statements delivered pursuant Borrower has not previously reported such change to Section 5.01(athe Administrative Agent) and, if any such change has occurredoccurred (and has not been previously reported to the Administrative Agent), specifying the effect of such change on the financial statements accompanying such certificate, (v) attaching a list of Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such information since the date of the last such list and (vi) providing a reconciliation of any difference between the assets and liabilities of the Borrower and its consolidated Subsidiaries presented in such financing statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the financial covenants in Section 6.07; (d) as soon as available and in any event not later than twenty (20) calendar days after the end of each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as of the last day of such accounting period; (e) promptly but no later than two Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency or knowledge that the Borrowing Base has declined by more than 15% from the Borrowing Base stated in the Borrowing Base Certificate last delivered by the Borrower to the Administrative Agent, a Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base Deficiency or decline indicating the amount of the Borrowing Base Deficiency or decline as at the date such Financial Officer obtained knowledge of such deficiency or decline and the amount of the Borrowing Base Deficiency or decline as of the date not earlier than two Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof copies of all significant written reports submitted to the management or Board of Directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or Board of Directors of the Borrower; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials sent to stockholders and filed by the Borrower or any of its Subsidiaries with the SEC or with any national securities exchange, as the case may be; (h) to the extent not previously delivered in writing to the Administrative Agent, within 45 days after the end of each fiscal quarter of the Borrower, all internal and external valuation reports relating to the Eligible Portfolio Investments (including all valuation reports delivered by the Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B)) and all underwriting memoranda (or, if no underwriting memorandum has been prepared, all materials similar to underwriting memorandum that are in a form reasonably satisfactory to the Administrative Agent) for all Eligible Portfolio Investments included in such valuation reports, and any other information relating to the Eligible Portfolio Investments as reasonably requested by the Administrative Agent or any Lender; provided that the underwriting memoranda or such other materials for a particular Eligible Portfolio Investment of an Obligor shall only be required to be delivered within thirty (30) days of the initial closing of such Eligible Portfolio Investment and at no other time; (i) to the extent not otherwise provided by the Custodian, within thirty (30) days after the end of each month, full, correct and complete updated copies of custody reports (including (i) activity reports with respect to cash and Cash Equivalents included in the calculation of the Borrowing Base, (ii) an itemized list of each account and the amounts therein with respect to Cash and Cash Equivalents included in the calculation of the Borrowing Base and (iii) to the extent available, an itemized list of each Portfolio Investment held in any Custodian Account owned by the Borrower or any Subsidiary) with respect to any Custodian Account owned by the Borrower or any of its Subsidiaries; (j) within 45 days after the end of each fiscal quarter of the Borrower, a certificate of a Financial Officer of the Borrower certifying that attached thereto is a complete and correct description of all Portfolio Investments as of the date thereof, including, with respect to each such Portfolio Investment, the name of the Borrower or Subsidiary holding such Portfolio Investment and the name of the issuer of such Portfolio Investment; (k) to the extent such information is not otherwise available in the financial statements delivered pursuant to clause (a) or (b) of this Section 5.01, within 5 Business Days of the due date set forth in clauses (a) or (b) of this Section for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized gain or loss associated with such Portfolio Investment, (iii) the associated reversal of any previously unrealized gains or losses associated with such Portfolio Investment, (iv) the proceeds received with respect to such Portfolio Investment representing repayments of principal, and (v) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties; (l) any change in the information provided in any Beneficial Ownership Certification delivered to a Lender that would result in a change to the list of beneficial owners identified in such certificate; (m) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (n) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries (including any information concerning any Plan or Multiemployer Plan), or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower Credit Parties will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year of the Borrower, the audited Credit Parties: (i) consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower Credit Parties and its their respective Subsidiaries for such fiscal year and the related consolidated balance sheets of the Credit Parties and their respective 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 corresponding consolidated figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous preceding fiscal year, all and (ii) an opinion of independent certified by public accountants of recognized national standing (without a Financial Officer “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) stating that the Borrower as presenting consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the consolidated financial condition and results of operations of the Borrower Credit Parties and its their respective Subsidiaries on a consolidated basis as at the end of, and for, such fiscal year in accordance with GAAP GAAP. (b) as soon as available and in any event within 45 days after the end of each fiscal quarter of the Credit Parties: (i) consolidated statements of operations and cash flows of the Credit Parties and their respective Subsidiaries for such fiscal quarter and for the period from the beginning of the respective fiscal year to the end of such quarter, and the related consolidated balance sheets of the Credit Parties and their respective Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, and the corresponding figures for the forecasts most recently delivered to the Lenders for such period, and (ii) a certificate of a Designated Financial Officer, which certificate shall state that said consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the consolidated financial condition and results of operations of the Credit Parties and their respective Subsidiaries, in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence omission of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period); (c) concurrently with as soon as available and in any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower event within (i) certifying as to whether 45 days after the Borrower has knowledge that end of each fiscal quarter, a Default has occurred and, if Compliance Certificate duly executed by a Default has occurred, specifying the details thereof and any action taken or proposed to be taken Designated Financial Officer with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in to the application of GAAP by) the Borrower has occurred since the date of the most recent audited quarterly financial statements delivered pursuant to Section 5.01(a7.1(b) andabove, if any such change has occurredand (ii) 120 days after the end of each fiscal year, specifying a Compliance Certificate duly executed by a Designated Financial Officer with respect to the effect of such change on the annual financial statements accompanying delivered pursuant to Section 7.1(a) above; and (d) as soon as available and in any event within 45 days after the beginning of each fiscal year of the Credit Parties, statements of forecasted consolidated income and cash flows for the Credit Parties and their respective Subsidiaries for each fiscal month in such certificatefiscal year and a forecasted consolidated balance sheet of the Credit Parties and their respective Subsidiaries as of the last day of each fiscal month in such fiscal year together with supporting assumptions which were reasonable when made, all prepared in good faith in reasonable detail and consistent with the Credit Parties’ past practices in preparing projections and otherwise reasonably satisfactory in scope to the Lenders; (e) upon written request of the Collateral Agent, within 45 days after the end of each fiscal quarter, a written report providing in reasonable detail a summary of the recent material developments over the last quarter in connection with each Government Investigation and the then current status of each Government Investigation; provided that the Lenders may in their discretion request an oral report instead of a written report; provided, that, the Borrower shall not be obligated to provide information to the Collateral Agent pursuant to this Section 7.1(e) to the extent such information has previously been provided to the Athyrium Director in his capacity as such; (f) promptly, and in any event within 5 Business Days after receipt thereof by any Credit Party or any Subsidiary, copies of the following, in each case with respect to any Government Investigation, to the extent such items are material (as determined in good faith by the Borrower) and are not otherwise subject to a confidentiality obligation or any law, rule or regulation prohibiting disclosure thereof: (i) any subpoena, civil investigative demand or other similar request for documentation, settlement demand or other written request that is received by (A) any Credit Party or any Subsidiary or (B) any other Person and about which any Credit Party, any Subsidiary or any officer thereof has actual knowledge; (ii) any notice or other substantive written communication from, by or with any Governmental Authority, including without limitation the United States Department of Justice and specifically including any written communications of proposals for resolution of any Government Investigation; and (iii) any presentation made by any Credit Party or Subsidiary to any Governmental Authority regarding a Government Investigation or by any Governmental Authority to any Credit Party or Subsidiary regarding a Government Investigation, including without limitation presentations to or by the United States Department of Justice; (g) promptly upon receipt thereof, copies of all management letters and accountants’ letters received by the Credit Parties and their respective Subsidiaries; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Credit Parties and their respective Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Lenders may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, which shall promptly furnish to each Lender: (a) within ninety (90) days after the end of each fiscal year of Holdings for the Borrowerapplicable fiscal year (or, if later, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Topco to file its applicable annual report on Form 10-K), its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP the Accounting Firm (without a “going concern” or like qualification (other independent public accountants than any such qualification to the “going concern” opinion that is solely resulting from (x) the impending Maturity Date or the final stated maturity of recognized national standing any Indebtedness, (y) any potential inability to satisfy the Financial Covenants or any other financial covenants under any Indebtedness on a future date or in a future period or (z) limited solely to the effect of the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries on such Unrestricted Subsidiaries) 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 Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, certified by a Financial Officer as presenting fairly in all material respects the requirements set forth financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidating basis in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearaccordance with GAAP; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerHoldings (or, if later, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Topco to file its applicable quarterly report on Form 10-Q), its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer in substantially the form of the Borrower Exhibit B (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 the Financial Covenants and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the later of December 31, 2020 and the end date of the most recent audited financial statements most recently delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) to the extent applicable, concurrently with any delivery of consolidated financial statements under Subsection 5.01(a) or (b) above, related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by Holdings in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the Holdings and its Restricted Subsidiaries; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; and (f) promptly following any written request therefor, (i) such other information regarding the operations, business affairs and financial condition of Holdings or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request, on behalf of itself or any Lender hereunder; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Beneficial Ownership Regulation, the USA PATRIOT Act or other applicable anti-money laundering laws. Notwithstanding anything to the contrary in this Section 5.01, (x) Holdings and the Borrower shall be deemed to have complied with the terms of Sections 5.01(a) and (b), as applicable, with respect to the financial statements required to be delivered pursuant thereto if Holdings delivers to the Administrative Agent and the Lenders, within the same time frame required in Section 5.01(a) of (b), as applicable, the annual report of Topco (or any other direct or indirect parent of Holdings) on Form 10-K for the applicable fiscal year or the quarterly report of Topco (or any direct or indirect parent of Holdings) on Form 10-Q for the applicable fiscal quarter; provided that, in the event the holding company(s) structure of the Borrower as of the Effective Date changes (or such direct or indirect parents of Holdings otherwise cease to become passive holding companies of Holdings and its Subsidiaries only), consolidated balance sheets, statements of profit and loss and statements of cash flows of Holdings shall also be provided and (y) any documents required to be delivered pursuant to Sections 5.01(a), (b), (c), (e) and (f) shall be deemed to have been delivered on the date on which Holdings provides notice to the Administrative Agent that such information has been posted on Holdings’ or Topco’s website on the Internet (with such notice containing the link thereto), or posted on Holdings’ or Topco’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). For the avoidance of doubt any reference herein to Holdings’ annual or quarterly consolidated financial statements or words of similar import shall be automatically deemed to reference the annual or quarterly financial statements of any direct or indirect parent thereof (including Topco) to the extent delivered in lieu of Holdings’ annual or quarterly consolidated financial statements in accordance herewith.

Financial Statements and Other Information. The Borrower Indemnitor will furnish to Indemnitee the Administrative Agent and each Lenderfollowing: (a) within ninety (90) 90 days after the end of each fiscal year of Holdings (or such later date as Form 10-K of Holdings is required to be filed with the BorrowerSEC taking into account any extension granted by the SEC, the provided that Indemnitor gives Indemnitee notice of any such extension), Holdings’ audited consolidated balance sheet and related audited consolidated statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with generally accepted auditing standards and reported on by KPMG LLP or other an independent public accountants of recognized national standing (without a “going concern” or like qualification, exception or statement and without any qualification or exception as to the scope of such audit, but may contain a “going concern” or like qualification that is due to (i) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in any future period) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and condition, results of operations and cash flow of the Borrower Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report as of the Borrower to end of and for such fiscal year and accompanied by a narrative report describing the SEC on Form 10-K for the applicable fiscal yearfinancial position, results of operations and cash flow of Holdings and its consolidated Subsidiaries; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings (or such later date as Form 10-Q of Holdings is required to be filed with the BorrowerSEC taking into account any extension granted by the SEC, the provided that Indemnitor gives Indemnitee notice of any such extension), its unaudited consolidated balance sheet and related unaudited consolidated statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower Holdings as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower Holdings and its Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, and accompanied by a narrative report describing the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report financial position, results of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodoperations and cash flow of Holdings and its consolidated Subsidiaries; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Holdings (i) certifying as to whether the Borrower has knowledge that a Credit Default has occurred and is continuing and, if a Credit Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the covenants contained in Sections 6.013.12 and 3.13 hereof and (B) in the case of financial statements delivered under clause (a) above and, 6.02solely to the extent the Borrower would be required to prepay the Term Loans pursuant to Section 2.11(d) of the Current Credit Agreement, 6.04beginning with the financial statements for the fiscal year of Holdings ending December 31, 6.05 and 6.07 2019, of Excess Cash Flow and (iii) stating whether at any material change in GAAP time when there is any Unrestricted Subsidiary, including as applied by an attachment with respect to each such financial statement, an Unrestricted Subsidiary Reconciliation Statement (except to the extent that the information required thereby is separately provided with the public filing of such financial statement); (d) within 90 days after the end of each fiscal year of Holdings (or such longer period as permitted under Section 2.01(a) hereof), a detailed consolidated budget for the current fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget); (e) [reserved]; (f) promptly after the same becomes publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings to the holders of its Equity Interests generally, as applicable; and (g) promptly following any request therefor, but subject to the limitations set forth in the application proviso to the last sentence of GAAP bySection 2.08 hereof and Section 2.16 of the Agreement, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of the Current Credit Agreement, this Agreement, the Guarantee or any Loan Document, as Indemnitee may reasonably request; provided that none of Indemnitor, the Borrower or any Restricted Subsidiary will be required to provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Homes Group (as defined in this Agreement) or any of their respective customers and suppliers, (ii) in respect of which disclosure to Indemnitor (or any of its representatives) is prohibited by applicable Requirements of Law or (iii) the revelation of which would violate any confidentiality obligations owed to any third party by Holdings, the Borrower has occurred since or any Restricted Subsidiary (not created in contemplation thereof); provided, further, that if any information is withheld pursuant to clause (i), (ii), or (iii) above, Indemnitor shall promptly notify Indemnitee of such withholding of information and the date basis therefor. Information required to be furnished pursuant to clause (a), (b), (f) or (g) of this Section shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the most recent audited financial statements delivered SEC at hxxx://xxx.xxx.xxx. Information required to be furnished pursuant to this Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;may also be furnished by electronic communications pursuant to procedures approved by Indemnitee.

Financial Statements and Other Information. The Borrower Borrowers will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year Fiscal Year of the BorrowerCompany, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG 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; provided that, if the Company switches from one independent public accounting firm to another and if such switch has occurred during any fiscal period being audited by such new accounting firm, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such consolidated financial statements that relates to the period of such fiscal period prior to its retention) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each Fiscal Quarter (excluding the last Fiscal Quarter) of each Fiscal Year of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause clauses (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Company, in the form of Exhibit B hereto, (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 5.12(a) and 6.07 5.12(b) and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) Effective Date 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, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission, 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) within thirty (30) days after the commencement of each Fiscal Year of the Company, the Company’s strategic plan, to include a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such Fiscal Year and setting forth the assumptions used for purposes of preparing such budget and including detailed break-outs for each Fiscal Quarter) and, promptly when available, any significant revisions of such budget; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any other Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements and Other Information. The Borrower Avis will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerAvis, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Deloitte & Touche 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 Borrower Avis and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the Avis its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Avis 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Avis (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 Section 8.01 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 5.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but in any event not later than the 90th day after the beginning of each fiscal year of Avis, a copy of the projections by Avis of the operating budget and cash flow budget of Avis and its Subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Financial Officer of Avis to the effect that such Financial Officer believes such projections to have been prepared on the basis of reasonable assumptions; (f) as soon as available, copies of the pro forma balance sheet of Avis and its consolidated Subsidiaries delivered in the prospectus of Avis pursuant to the IPO; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Avis or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by Avis to its shareholders generally, as the case may be; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Avis or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish furnish, or cause to be furnished, to the Administrative Agent and each Lender: (a) Promptly after becoming available and in any event within ninety (90) 120 days after the end close of each fiscal year of the Borrower, Borrower (i) the audited consolidated and unaudited consolidating balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows sheets of the Borrower and its Subsidiaries consolidated subsidiaries as of at the end of such year and (ii) the audited consolidated statements of income, equity and cash flow and unaudited consolidating statement of income of the Borrower and its consolidated subsidiaries for such year setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, which report shall be to the effect that such statements have been prepared in accordance with GAAP; (b) Promptly after their becoming available and in any event within 60 days after the close of each fiscal quarter (except after the close of each fiscal year) of the Borrower, (i) the unaudited consolidated and consolidating balance sheets of the Borrower and its consolidated subsidiaries as at the end of such quarter and (ii) the unaudited consolidated statements of income, equity and cash flow and unaudited consolidating statement of income of the Borrower and its consolidated subsidiaries for such quarter, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all foregoing certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis to have been prepared in accordance with GAAP consistently applied, subject to normal changes resulting from year-end audit adjustments and the absence of footnotesadjustments; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;and (c) concurrently with any delivery Within 60 days after the end of financial statements under clause (a) or (b) each fiscal quarter of this Sectioneach fiscal year of the Borrower, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit E (i) certifying as to whether the Borrower has knowledge that a Default has occurred that is then continuing and, if a Default has occurredoccurred that is then continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed in reasonable detail calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;6.07.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 100 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 KPMG Deloitte & Touche 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;GAAP. (b) within forty-five (45) 55 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Compliance Certificate (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (x) demonstrating compliance with Sections 6.01Section 6.10(a) and (b) and (y) establishing the Applicable Margin, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its shareholders generally, as the case may be; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish Company shall deliver to the Administrative Agent and each LenderPurchaser: (ai) as soon as available but in any event within ninety (90) 45 days after the end of each monthly accounting period in each fiscal year through and including November, 2000, and 30 days after the end of the Borrowereach monthly accounting period in each fiscal year thereafter (except in any such case, the audited that last month of each fiscal quarter), unaudited consolidating and consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and unaudited consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of and for such yearmonthly period, setting forth in each case comparisons to the Company's and its Subsidiaries' annual budget and to the corresponding period in comparative form the figures for the previous preceding fiscal year, and all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may shall be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis prepared in accordance with GAAP consistently applied, subject to the absence of footnote disclosures and to normal year-end audit adjustments for recurring accruals, and shall be certified by the Company's chief financial officer; (ii) as soon as available but in any event within 45 days after the end of each fiscal quarter in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and unaudited consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarterly period, setting forth in each case comparisons to the Company's and its Subsidiaries' annual budget and to the corresponding period in the preceding fiscal year, and all such statements shall be prepared in accordance with GAAP consistently applied, subject to the absence of footnotes; provided thatfootnote disclosures and to normal year-end adjustments for recurring accruals, and shall be certified by the requirements Company's chief financial officer; (iii) accompanying the financial statements referred to in subsection (ii) and (iv), a duly completed Officer's Certificate in the form of Exhibit G attached hereto, with appropriate insertions, dated that date of such financial statements and signed by the Company's chief financial officer containing (a) a computation of each of the financial ratios and restrictions set forth in this clause Section 4.7 and to the effect that such officer has not become aware of any Event of Default or Potential Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and (b) may be fulfilled by providing a written statement of the Security Parties' management setting forth a discussion of the Security Parties' and their respective Subsidiaries' financial condition, changes in financial condition and results of operations. (iv) within 90 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year, setting forth in each case comparisons to the Lenders Company's and its Subsidiaries' preceding fiscal year, all prepared in accordance with GAAP consistently applied, and accompanied (a) as provided by PriceWaterhouseCoopers or other independent accounting firms of recognized national standing (acceptable to the report holders of a majority of the Borrower outstanding principal amount of the Notes), with respect to the SEC on Form 10-Q consolidated portions of such statements, an opinion containing no exceptions or qualifications of (b) a written statement of such accountants to the effect that in making the examination necessary for the applicable quarterly periodsigning of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Security Parties were not in compliance with any provision of subsections 4.5(i), (ii), (xiii), (xiv), (xvi) and (xxii) and Section 4.7 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Security Parties were no in compliance with any such provision, describing such non-compliance in reasonable detail, (c) comparisons provided by such accountants of the consolidated portions of such statements with (1) the budget for such fiscal year and (2) the consolidated portions of the financial statements for the previous fiscal year, (d) certification by the chief financial officer of the Company of the consolidating financial statements, and (e) promptly upon receipt, a copy of such firm's annual management letter to the Company's board of directors; (cv) concurrently promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company's and its Subsidiaries' operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder); (vi) promptly (but in any event within five (5) days) after the discovery or receipt of notice of any Event of Default or Potential Event of Default, any default under any Investment Document, any Acquisition Document or any other material agreement to which it or any of its Subsidiaries is a party, any investigation, notice, proceeding or adverse determination from any governmental or regulatory authority or agency, any condition or event that has resulted in or could result in any material liability under any Environmental and Safety Requirements or any other material adverse change, event or circumstance affecting any Security Party or any of its Subsidiaries (including the filing of any litigation against any Security Party or any or any of its Subsidiaries that could result in any material liability to the such Security Party or any of its Subsidiaries or the existence of any dispute with any delivery Person which involves a reasonable likelihood of financial statements under clause such litigation being commenced), an Officer's Certificate specifying the nature and period of existence thereof and what actions each Security Party and its Subsidiaries have taken and propose to take with respect thereto; (vii) at least 15 days but not more than 90 days prior to the beginning of each fiscal year, copies of the business plan for the Company and its Subsidiaries (including management's intentions with regard to anticipated significant business developments or objectives of the Company and its Subsidiaries) for each of the next three succeeding fiscal years and projections (prepared on a quarterly basis for the first succeeding year and on an annual basis for the second and third successive years) of (a) the consolidated and consolidating balance sheets at the end of each such fiscal year, (b) statements of income and expense and of shareholders' equity for each of such fiscal years and (c) statements of cash flow for each such fiscal year, all of the foregoing to be in reasonable detail and certified by the Company's president or chief financial officer to the effect that (x) such projections were prepared by the Company and its Subsidiaries in good faith, (y) the Company and its Subsidiaries have a reasonable basis for the assumptions contained in such projections and (iii) such projections have been prepared in accordance with such assumptions; (viii) promptly upon the filing or sending but in any event within five (5) days thereof, copies of all financial statements, proxy statements, reports and any other general written communications which the Company sends to its stockholders and copies of all registration statements and all regular, special or periodic reports which it files, or any of its officers or directors file with respect to the Company, with the Securities and Exchange Commission or with any securities exchange on which any of its securities are then listed, and copies of all press releases and other statements made available generally by the Company to the public concerning material developments in the business of each Security Party and its Subsidiaries; (ix) at the request of any Purchaser, copies of any statements, reports, certificates and any other information delivered to the Senior Lenders, the Senior Lenders' Agent or the Company's stockholders; (x) promptly (but in any event within five (5) days) after the receipt by the Company or any ERISA Affiliate of notice of the occurrence of any of the following, written notice thereof which describes the same and the intended course of action of each Security Party and its Subsidiaries with respect thereto: (i) the occurrence or expected occurrence of any ERISA Event; (ii) the occurrence of any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code; (iii) the filing of any funding waiver request with the IRS with respect to any Pension Plan 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 of ERISA; (iv) the occurrence of any material increase in the benefits provided under any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which a Security Party or ERISA Affiliate was not previously contributing resulting in the incurrence by such Security Party or ERISA Affiliate of a material liability; or (v) the occurrence of any other event with respect to any Plan which could result in the incurrence by a Security Party or ERISA Affiliate of any material liability, fine or penalty; (xi) promptly (but in any event within five (5) days) after becoming aware of any of the following, written notice thereof which describes the same and the intended course of action of each Security Party and its Subsidiaries with respect thereto: (i) any cancellation or material change in any insurance maintained by any Security Party, (ii) any other event (including (a) any violation of any Environmental and Safety Requirement or the assertion of any claim with respect to a violation thereof or (b) the enactment or effectiveness of this Sectionany law, rule or regulation) which might reasonably be expected to have a certificate Material Adverse Effect, or (iii) the occurrence of a Financial Officer any default of or event of default in respect of the Borrower Senior Loan Agreement or any other Indebtedness; (xii) immediately after the receipt of notice (oral or written) of the acceleration of any Indebtedness; and (xiii) with reasonable promptness, such other information and financial data concerning any Security Party and its Subsidiaries as any Purchaser may reasonably request. Each of the financial statements referred to in subsections (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto), (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iiiiv) stating whether any shall be true and correct in all material change respects as of the dates and for the periods stated therein, subject in GAAP as applied by the case of the unaudited financial statements to changes resulting from normal year-end adjustments for recurring accruals (none of which would, alone or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) andaggregate, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;have a Material Adverse Effect).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheetliabilities, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or Board of Directors of the Borrower; (g) promptly following any request therefore, copies of (i) any documents described in Section 101(k) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; (i) within five Business Days of any amendment, supplementation or modification of the Management Agreement, notice of such amendment, supplementation or modification; and (j) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety no later than 15 days following the date required by applicable SEC rules (90without giving effect to any extensions available thereunder) days for the filing of such financial statements after the end of each fiscal year of the Borrower, MLP: (i) the audited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ partners equity and cash flows of the Borrower and its Subsidiaries MLP 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 KPMG 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 condition, results of operations and cash flows of the Borrower MLP and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided thatand (ii) the audited consolidated balance sheet and related statements of income, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent members equity and the Lenders the report cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures from the previous fiscal year, all reported on by KPMG 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 SEC scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations and cash flows of the Borrower and its consolidated subsidiaries on Form 10-K for the applicable fiscal year;a consolidated basis in accordance with GAAP consistently applied (b) within forty-five no later than 15 days following the date required by applicable SEC rules (45without giving effect to any extensions available thereunder) days for the filing of such financial statements after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, MLP: (i) the consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ partners equity and cash flows of the Borrower and its Subsidiaries MLP 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower MLP and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided thatand (ii) the consolidated balance sheet and related statements of income, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report members equity and cash flows of the Borrower to as of the SEC on Form 10-Q 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 applicable quarterly period;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 Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 Section 6.11 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) Reserved; (e) if, at any time, any of the consolidated subsidiaries of the MLP are “Unrestricted Subsidiaries” (as defined in the NuStar Logistics Credit Agreement), then concurrently with any delivery of financial statements under Section 5.01(a) or Section 5.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all consolidated “Unrestricted Subsidiaries” (as defined in the NuStar Logistics Credit Agreement) and the eliminating entries, in such form as would be presentable to the auditors of the MLP; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or the MLP posts such documents, or provides a link thereto on the MLP’s website on the Internet at xxx.xxxxxxxxxxxx.xxx; or (ii) on which such documents are posted on the Borrower’s or the MLP’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificate required by Section 5.01(c) to the Administrative Agent and the Lenders. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the 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 Statements and Other Information. The Borrower Borrowers’ Agent will furnish deliver to the Administrative Agent and each Lender: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year Fiscal Year, a copy of the Borrowerannual audited report for such Fiscal Year for PRGX and its Subsidiaries, the audited containing a consolidated balance sheet of Borrowers and their Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, changes in net assets or stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower PRGX and its Subsidiaries as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and reported on by KPMG BDO Xxxxxxx, LLP or other independent public accountants of nationally recognized national standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower PRGX and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP consistently applied; provided that, and that the requirements set forth examination by such accountants in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearconnection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerFiscal Quarter, the an unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower PRGX and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of operations and cash flows of PRGX and its Subsidiaries for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrowers’ previous Fiscal Year; (orc) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Compliance Certificate signed by a Responsible Officer of the Borrowers’ Agent (i) certifying as to statements consistent with the applicable reporting requirements of the Securities and Exchange Commission, (ii) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which any Borrower has taken or proposes to take with respect thereto, (iii) setting forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI, (iv) specifying any change in the case identity of the statement of assets and liabilities or balance sheet, Subsidiaries as of the end of) of such Fiscal Year or Fiscal Quarter from the corresponding period Subsidiaries identified to the Lenders on the Closing Date or periods as of the previous fiscal yearmost recent Fiscal Year or Fiscal Quarter, all certified by a Financial Officer of as the Borrower as presenting case may be, (v) certifying that the financial statements accompanying such certificate fairly represent in all material respects the financial condition and results of operations of the Borrower PRGX and its Subsidiaries for such Fiscal Year or Fiscal Quarter on a consolidated basis basis, and the related statements of operations and cash flows of PRGX and its Subsidiaries for such Fiscal Year or Fiscal Quarter, in accordance with GAAP consistently applied(subject, subject in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes; provided that), the requirements set forth in this clause and (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iivi) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating in reasonable detail whether there has occurred any material change in GAAP as applied by (or in the application of GAAP by(in either case insofar as applicable to Borrowers’ financial statements or the calculations required under Article VI) the Borrower has occurred since the date of the most recent Borrowers’ last audited financial statements were delivered pursuant to Section 5.01(a) the Administrative Agent and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with the delivery of the financial statements referred to in clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained any knowledge during the course of their examination of such financial statements of any Default or Event of Default relating to compliance with the financial covenants set forth in Article VI (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available and in any event within 30 days after the end of each month, a monthly total revenue report (on both a month-to-date and year-to-date basis); (f) as soon as available and in any even within 60 days after the end of each Fiscal Year, annual projections of income statement and balance sheet for the upcoming Fiscal Year (including a minimum of 1 historical Fiscal Year and a minimum of 3 forecasted Fiscal Years); (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; (h) concurrently with the delivery of the financial statements referred to in subsection (a) above, a pro forma budget (including reasonable data and other information with respect to the underlying assumptions relied upon in the formulation of such pro forma budget) for the succeeding Fiscal Year, containing a balance sheet and statements of operations and cash flow; (i) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of any Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request; (j) so long as any Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrowers may satisfy the obligation to deliver the financial statements and reports, proxy statements and other materials referred to in clauses (a), (b) and (g) above by delivering a hyperlink to such financial statements and reports, proxy statements and other materials by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrowers’ Agent from time to time; (k) not later than the fifteenth (15th) day of each month, a Borrowing Base Certificate, duly completed and certified by a Responsible Officer of the Borrowers’ Agent, detailing the Borrowers’ Eligible Accounts Receivable as of the last day of the month just ended. In addition, together with the delivery of the Borrowing Base Certificate, the Borrowers’ Agent shall deliver to the Administrative Agent a summary of the accounts receivable aged trial balance. The Administrative Agent may, but shall not be required to, rely on each Borrowing Base Certificate delivered hereunder as accurately setting forth the available Borrowing Base for all purposes of this Agreement until a new Borrowing Base Certificate is delivered to the Administrative Agent; (l) not later than the fifteenth (15th) day after the end of any month (ending after the Closing Date) in which PRGX made any stock redemptions, purchases and repurchases of its common stock pursuant to any open-market stock repurchase program implemented by PRGX from time to time, as permitted under Section 7.5, a report (the “Stock Repurchase Report”), duly completed and certified by a Responsible Officer of the Borrowers’ Agent, detailing such stock redemptions, purchases and repurchases for such month just ended; (m) concurrently with the delivery of the Stock Repurchase Report referred to in subsection (l) above, Borrowers’ Agent shall deliver to the Administrative Agent (which shall promptly deliver a copy to the Lenders) a Compliance Certificate executed by a Responsible Officer of the Borrowers’ Agent, demonstrating in sufficient detail that, as of the end of such month, after giving effect to the transactions described in the Stock Repurchase Report and any Indebtedness permitted under this Agreement and incurred in connection therewith during such month, Borrowers’ Leverage Ratio, as shown on the financial statements most recently delivered or required to be delivered pursuant to Section 5.1(a) or (b), as the case may be, or, if such financial statements have not yet been delivered or required to be delivered (including as of the Closing Date), then, in each case, as shown on the September 30, 2009 financial statements delivered to the Administrative Agent pursuant to Section 3.1(b)(xxix), was not greater than 1.10 : 1.00, and, further, certifying that, after giving effect to the consummation of such transactions, the representations and warranties of the Borrowers contained herein are true and correct in all material respects, except to the extent such representations or warranties expressly relate to an earlier date, and that the Borrowers, as of the end of such month, are in compliance with all other terms and conditions contained herein; (n) concurrently with the delivery of the financial statements referred to in subsection (b) above, a detailed report executed by a Responsible Officer of the Borrowers’ Agent, reflecting (i) the Permitted Acquisitions closed in the applicable Fiscal Quarter, together with a detailed computation of the Transaction Value of each of such Permitted Acquisition (including a breakdown of the Up-Front Cash, Deferred Payments, Earn-Out Payments and acquired Indebtedness associated with each of such Permitted Acquisitions) and (ii) the aggregate year-to-date Transaction Value paid during such Fiscal Year (including a breakdown of the Up-Front Cash, Deferred Payments, Earn-Out Payments and acquired Indebtedness paid during such Fiscal Year); (o) not later than the thirtieth (30th) day after the end of any month (ending after the Closing Date) in which any Permitted Acquisition occurs, fully executed copies of the documents executed and delivered in connection with such Permitted Acquisition; and (p) concurrently with the delivery of the financial statements referred to in subsection (b) above, a detailed report reflecting all net cash transfers by each of the Loan Parties to any non-Loan Parties and to any foreign divisions of Domestic Subsidiaries during the preceding Fiscal Quarter in the format used in preparing Schedule 7.4 of this Agreement.

Financial Statements and Other Information. The Borrower will furnish Furnish to the Administrative Agent and each Lender: (a) As soon as available, but in any event within ninety (90) 45 days after the end of each fiscal year quarter of the Borrower’s fiscal year, a copy of the audited consolidated unaudited balance sheet of the Borrower as at the end of such fiscal quarter and the related unaudited statements of operations, changes in net assets or stockholders’ equity income and cash flows for such fiscal quarter and for the portion of the Borrower and its Subsidiaries as of Borrower’s fiscal year ended at the end of and for such yearfiscal quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter and corresponding portion of the Borrower’s previous fiscal year, all reported on certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations an appropriate officer of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;Borrower. (b) As soon as available, but in any event within forty-five (45) 90 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a copy of the consolidated unaudited balance sheet of the Borrower as at the end of such fiscal year and the related unaudited statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and for the then elapsed portion of the Borrower’s fiscal yearyear ended at the end of such fiscal quarter, setting forth in each case in comparative form the figures for (or, in the case corresponding fiscal quarter and corresponding portion of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the Borrower’s previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments adjustments) as to fairness of presentation, generally accepted accounting principles and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled consistency by providing to the Lenders the report an appropriate officer of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;Borrower. (c) concurrently Concurrently with any the delivery of each financial statements under clause statement referred to in subsections (a) or and (b) of this Sectionabove, a certificate of a Financial Officer an appropriate officer of the Borrower (in such form as shall be reasonably acceptable to the Lender) stated to have been made after due examination by such officer (i) certifying as to stating whether any Event of Default exists on the Borrower has knowledge that a Default has occurred date of such certificate and, if a any Event of Default has occurredthen exists, specifying setting forth the details thereof and any the action taken which such Borrower is taking or proposed proposes to be taken take with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01stating that the representations and warranties expressed in Loan Documents are true, 6.02, 6.04, 6.05 correct and 6.07 complete in all material respects on and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) such certificate and, if any such change has occurredrepresentation or warranty is not so true, specifying correct and complete, setting forth the effect of details thereof. (d) Promptly, on reasonable notice to the Borrower, such change on additional financial and other information regarding the financial statements accompanying such certificate;Borrower as the Lender may from time to time reasonably request

Financial Statements and Other Information. The Borrower will furnish Company shall deliver to each Purchaser (so long as such Purchaser holds any Securities) and to each holder of at least 15% of the Administrative Agent Investor Preferred and to each Lenderholder of at least 15% of the Investor Common: (a) as soon as available but in any event within ninety (90) 30 days after the end of each monthly accounting period in each fiscal year of the Borroweryear, the audited unaudited consolidating and consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity income and cash flows of the Borrower Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period, all prepared in accordance with United States generally accepted accounting principles, consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments; (b) accompanying the financial statements referred to in subsection (a) above, an Officer's Certificate stating that neither the Company nor any of its Subsidiaries is in default under any of its material agreements or, if any such default exists, specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto; (c) within 90 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year, setting forth in each case in comparative form comparisons to the figures for annual budget and to the previous preceding fiscal year, all reported on prepared in accordance with United States generally accepted accounting principles, consistently applied, and accompanied by KPMG LLP (a) with respect to the consolidated portions of such statements (except with respect to budget data), an opinion containing no exceptions or other qualifications (except for qualifications regarding specified contingent liabilities) of an independent public accountants accounting firm of recognized national standing acceptable to the effect that Majority Holders, (b) a copy of such consolidated accounting firm's annual management letter to the Board, and (c) an Officer's Certificate from either the chief executive officer or chief financial officer of the Company stating the following: "To the knowledge of the undersigned, the information contained in the financial statements present attached to this certificate fairly presents, in all material respects respects, the financial condition and results of operations of the Borrower Company and its Subsidiaries."; (d) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company's operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder); (e) at least 30 days prior to the beginning of each fiscal year, an annual budget prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows), and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets, and within 30 days after any monthly period in which there is a material adverse deviation from the annual budget, an Officer's Certificate explaining the deviation and what actions the Company has taken and proposes to take with respect thereto; (f) promptly (but in any event within five business days) after: (i) the discovery or receipt of notice of any default under any agreement to which the Company or any of its Subsidiaries is a party that is reasonably likely to have a Material Adverse Effect; (ii) any litigation, action, investigation or proceeding is commenced, or to the knowledge of the Company or any Subsidiary, is threatened to be, or has a reasonable likelihood of being (based on the existence of any material dispute with any Person or otherwise), commenced and that is, or any pending litigation, action, investigation or proceeding that becomes, reasonably likely to (A) have a consolidated basis material adverse effect on the ability of the Company or any Subsidiary to perform its material obligations under its agreements, (B) have a Material Adverse Effect or (C) constitute or result in accordance with GAAP consistently applied; provided thata material breach of any representation, the requirements warranty, covenant or agreement set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearany agreements; (biii) within forty-five any material casualty, damage, destruction, loss or forfeiture (45whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past practice) days after having a Material Adverse Effect; (iv) any material change in the conduct of the business of the Company or any Subsidiary, or any material change in the manner in which the Company or any Subsidiary markets, produces, distributes or sells its products and services which has had or may reasonably be expected to have a Material Adverse Effect; (v) any material change in any accounting procedures, practices or the basis of accounting of the Company or any Subsidiary; or (vi) any other transaction, event or circumstance affecting the Company or any Subsidiary reasonably likely to have a Material Adverse Effect (including any material alteration or change in the business plan or strategy of the Company or any Subsidiary); an Officer's Certificate specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto, and, to the extent applicable, until such matter(s) are finally resolved, subsequent Officer's Certificates shall be delivered at the end of each every 90-day period beginning after the initial Officer's Certificate is required to be delivered under this SECTION 3A(f) specifying the current status of such matter(s); for purposes of this SECTION 3A(f), "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the business, liabilities, operations, properties, assets, operating results, prospects or condition (financial or otherwise) of the first three Company or any Subsidiary; (3g) fiscal quarters within 10 days after transmission thereof, copies of each fiscal year all financial statements, proxy statements, reports and any other general written communications that the Company sends to its equityholders and copies of all registration statements and all regular, special or periodic reports that it files, or any of its officers or directors file with respect to the Company, with the Securities and Exchange Commission or with any securities exchange on which any of the BorrowerCompany's securities are then listed, and copies of all press releases and other statements made available generally by the consolidated balance sheet Company to the public concerning material developments in the Company's and related statements of operationsits Subsidiaries' businesses; and (h) with reasonable promptness, changes in net assets or stockholders’ equity such other information and cash flows of financial data concerning the Borrower Company and its Subsidiaries as any Person entitled to receive information under this SECTION 3.A may reasonably request. Each of the end financial statements referred to in subsections (a) and (c) shall be true and correct in all material respects as of the dates and for such fiscal quarter and the then elapsed portion of the fiscal yearperiods stated therein, setting forth in each case in comparative form the figures for (or, subject in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the unaudited financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject statements to changes resulting from normal year-end audit adjustments and the absence (none of footnotes; provided thatwhich would, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (alone or in the application of GAAP by) aggregate, be materially adverse to the Borrower has occurred since the date financial condition, operating results, assets, operations or business prospects of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Company and its Subsidiaries taken as a whole).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) Within 90 days after the end of each fiscal year of the Borrower, the its audited consolidated and unaudited consolidating balance sheet and related statements of operations, changes in net assets or stockholders’ stockholders equity and cash flows of the Borrower and its Subsidiaries 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 (i) in the case of the audited consolidated financial statements, reported on by KPMG LLP Deloitte & Touche, L.L.P. 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), and (ii) in the case of the unaudited consolidating financial statements, certified by the Borrower's chief financial officer, to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) Within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated and consolidating balance sheet and related statements of operationsoperations (including a schedule setting forth the results of operations by business segment), changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, sheet as of the end of) the corresponding period or periods of the previous fiscal year, all (i) in the case of the consolidated financial statements, reviewed by Deloitte & Touche, L.L.P. or other independent public accountants of recognized national standing, and (ii) in the case of the unaudited consolidating financial statements, certified by a Financial Officer of the Borrower Borrower's chief financial officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodadjustments; (c) concurrently Concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer Officer, substantially in the form of Exhibit B (or such other form reasonably satisfactory to the Borrower Agent) (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with showing performance in respect of Sections 6.016.06, 6.02, 6.16 and 6.17 (and Section 6.04, 6.05 6.07, 6.13 and 6.07 6.14 if any Loan is outstanding at the time of the making of such certificate or was outstanding as of the close of the reporting period in question), and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent Borrower's audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) Concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) Within 45 days after the end of each fiscal quarter, a list of any Intercompany Debt (whether or not evidenced by an Intercompany Note) outstanding as of the end of such fiscal quarter; (f) [This clause has been intentionally omitted]; (g) by May 1 of each calendar year, financial projections for the current fiscal year on a quarterly basis, in each case setting forth among other things, the Borrower's projected gross sales, projected net sales and projected results of operations of each business segment (domestic and foreign), for the Borrower and its Subsidiaries in form and content consistent with Borrower's official plan as presented to its Board of Directors; (h) within 45 days after the end of each fiscal quarter, any revision of projections previously delivered to the Agent or the projections referred to in clause (g) above, such revised projected balance sheets, projected statements of operations and projected statements of cash flows with an explanation of all material variances to the profit and loss statement from the projections as they existed prior to such revision; (i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its shareholders generally, as the case may be; and (j) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower Parent Guarantor will furnish to the Administrative Agent and for distribution to each LenderParticipant: (ai) within ninety (90) days after the end of each fiscal year of the BorrowerParent Guarantor, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 prepared in accordance with GAAP consistently applied, with such audited balance sheet and related consolidated financial statements reported on by KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (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 Borrower Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (bii) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerParent Guarantor, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion period commencing at the beginning of the such fiscal yearyear and ending with such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified on behalf of the Parent Guarantor by a Financial Responsible Officer of the Borrower Parent Guarantor as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent Guarantor 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) of this Sectionabove, a certificate of a Financial Responsible Officer of the Borrower Parent Guarantor delivered on behalf of the Parent Guarantor, (iA) certifying as to whether whether, to the Borrower has knowledge that of such Responsible Officer, a Default has occurred and is continuing and, if a Default has occurredoccurred that is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 9(f) and (iiig), and (C) to the extent that any change in GAAP or application thereof has a material impact on the financial statements accompanying such certificate and such change and impact has not been noted in such financial statements, stating whether any material such change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a6.1(xviii) of the Participation Agreement and, if any such change has occurred, specifying the effect of such change on the such financial statements accompanying such certificate; (iv) promptly after the same become publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements (A) filed by the Parent Guarantor with the SEC (or any Governmental Authority succeeding to any or all of the functions of the SEC) or with any national securities exchange, or (B) distributed by the Parent Guarantor to its shareholders generally, as the case may be; (v) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (vi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent Guarantor, Lessee or any Subsidiary, or compliance with the terms of the Participation Agreement, as the Administrative Agent or by any Lender (acting through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to clauses (i), (ii) and (iv) of this Section 8(a) (1) may be delivered electronically and (2) shall be deemed to have been delivered on the date on which such documents are (A) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (B) posted or the Parent Guarantor provides a link thereto on xxxx://xxx.xxxxxxxxx.xxx or xxxx://xxx.xxxxxxxx.xxxxxxxxx.xxx or at another website identified in a notice from the Parent Guarantor and accessible by the Participants without charge; or (C) posted on the Parent Guarantor’s or Lessee’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Financial Statements and Other Information. The Borrower Customer will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the BorrowerCustomer, the audited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity retained earnings and cash flows of the Borrower Customer and its consolidated Subsidiaries for such fiscal year and the related consolidated balance sheets of the Customer and its consolidated 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 corresponding consolidated figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous preceding fiscal year, all and accompanied by an opinion thereon of independent certified by public accountants of recognized national standing reasonably acceptable to the Lender, which opinion shall be without a Financial Officer “going concern” or like qualification or exception or qualification arising out of the Borrower as presenting scope of the audit and shall state that said consolidated financial statements present fairly in all material respects the consolidated financial condition and results of operations of the Borrower Customer and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year, PROVIDED that delivery through electronic media within the time period specified above of a copy of the Customer’s Annual Report on Form 10-K prepared in compliance with requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.01(a); (b) as soon as available and in any event within 45 days after the end of each quarterly fiscal period of each fiscal year of the Customer, consolidated statements of income, retained earnings and cash flows of the Customer and its consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets of the Customer and its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year, accompanied by a certificate of the chief financial officer of the Customer, which certificate shall state that said financial statements present fairly the consolidated basis financial condition and results of operations of the Customer and its consolidated Subsidiaries, in accordance with GAAP consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and adjustments), PROVIDED that delivery through electronic media within the absence time period specified above of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report a copy of the Borrower to the SEC Customer’s Quarterly Report on Form 10-Q for prepared in compliance with requirements therefor and filed with the applicable quarterly periodSecurities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.01(b); (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer the chief financial officer of the Borrower Customer (i) certifying as to whether the Borrower has knowledge that a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements previously delivered pursuant to Section 5.01(a) that affects the Customer’s financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iii) certifying that the Public Market Equity Value of the Customer has met or exceeded the requirement set forth in Section 5.10(b) on each Business Day of such fiscal year or quarterly fiscal period; (d) concurrently with any delivery thereof to its lending banks, all information (excluding information sent in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) furnished by the Customer or any Subsidiary Guarantor under any Material Indebtedness; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Customer, or compliance with the terms of this Agreement and the other Loan Documents, as the Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 120 days after the end of the fiscal year of the Borrower ending December 31, 1999, and within 90 days after the end of each fiscal year of the BorrowerBorrower thereafter, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ stockholders equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP Peat Marwick, L.L.P. 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters quarter of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ stockholders equity and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of fully executed Compliance Certificate, certified by a Financial Officer of the Borrower as representing fairly in all material respects the information contained therein; (id) certifying as to concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower has knowledge that or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its stockholders generally, as the case may be; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) as soon as available and in any event on or before sixty (60) days after the beginning of each fiscal year of Borrower, a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) budget for such fiscal year setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01anticipated revenues, 6.02income, 6.04, 6.05 expenses and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any capital expenditure items for such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;fiscal year.

Financial Statements and Other Information. The (a) Each Borrower will and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower, Guarantor and its Subsidiaries in accordance with GAAP. Borrowers and Guarantors shall promptly furnish to the Administrative Agent and each LenderLenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Agent, the following: (i) within thirty (30) days after the end of each Fiscal Month, consolidated unaudited balance sheets as of the close of such Fiscal Month and the related statements of income (including a calculation of EBITDA) and cash flows for such Fiscal Month and for that portion of the Fiscal Year ending as of the close of such Fiscal Month, together with a comparison of the figures for the corresponding periods in the prior Fiscal Year and the figures contained in the projections for such Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments). Such financial information shall be accompanied by a certificate substantially in the form of Exhibit D hereto signed by the chief financial officer of Parent certifying that (a) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and results of operations of Parent and its Subsidiaries, on a consolidated basis, in each case as at the end of such Fiscal Month and for that portion of the Fiscal Year then ended, (b) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default, and (c) whether Borrowers and Guarantors were in compliance with the covenants set forth in Section 9.19 of this Agreement for such Fiscal Month and attaching a schedule in form reasonably satisfactory to Agent showing calculations used in determining, as of the end of such Fiscal Month, whether Borrowers and Guarantors were in compliance with the covenant set forth in Section 9.19 of this Agreement for such Fiscal Month. (ii) within ninety (90) days after the end of each fiscal year Fiscal Year, audited consolidated financial statements and unaudited consolidating financial statements of Parent and its Subsidiaries (including, in each case, balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the Borrower, the audited consolidated balance sheet and related statements operations of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries as of the end of and for such yearFiscal Year, setting forth in each case in comparative form together with the figures for unqualified opinion of independent certified public accountants with respect to the previous fiscal yearaudited consolidated financial statements, all reported on which accountants shall be an independent accounting firm selected by KPMG the audit committee of Parent and acceptable to Agent (it being understood that any of the “Big Four” accounting firms Xxxx, Xxxxxx & Xxxxx, LLP or other independent public accountants of recognized national standing Xxxxx, LLP is acceptable to the effect Agent), that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the financial condition and results of operations and financial condition of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries as of the end of and for the Fiscal Year then ended, and (iii) at such fiscal quarter time as available, but in no event later than fifteen (15) days prior to the end of each Fiscal Year (commencing with the Fiscal Year of Borrowers ending on or about February 2, 2008), projected consolidated financial statements (including, in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Parent and its Subsidiaries for the then elapsed portion next Fiscal Year and a projected availability model, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request. Such projected financial statements and availability model shall be prepared on a monthly basis for the next succeeding year. Such projections and availability model shall represent the reasonable best estimate by Borrowers and Guarantors of the fiscal year, setting future financial performance of Parent and its Subsidiaries for the periods set forth in each case in comparative form therein and shall have been prepared on the figures for (or, in the case basis of the statement of assets assumptions set forth therein which Borrowers and liabilities or balance sheet, Guarantors believe are fair and reasonable as of the end of) the corresponding period or periods date of the previous fiscal year, all certified by a Financial Officer preparation in light of the Borrower as presenting fairly in all material respects the financial condition current and reasonably foreseeable business conditions (it being understood that actual results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements may differ from those set forth in this clause such projected financial statements and availability model). Each year Borrowers shall provide to Agent a semi-annual update with respect to such projections and availability model or, at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as Agent may require. (b) may be fulfilled by providing to the Lenders the report Borrowers and Guarantors shall promptly notify Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to Collateral having a value of more than $250,000 or which if adversely determined would result in any material adverse change in any Borrower’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrowers and Guarantors shall provide Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against any Borrower to or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by any Borrower or Guarantor, (v) any ERISA Event, and (vi) the SEC on Form 10-Q for the applicable quarterly period;occurrence of any Default or Event of Default. (c) concurrently with any delivery Promptly after the sending or filing thereof, Borrowers shall send to Agent copies of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as all reports which Parent or any of its Subsidiaries sends to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretoits security holders generally, (ii) setting forth reasonably detailed calculations demonstrating compliance all reports and registration statements which Parent or any of its Subsidiaries files with Sections 6.01the Securities Exchange Commission, 6.02any national or foreign securities exchange or the National Association of Securities Dealers, 6.04Inc., 6.05 and 6.07 and such other reports as Agent may hereafter specifically identify to Administrative Borrower that Agent will require be provided to Agent, (iii) stating whether any all press releases and (iv) all other statements concerning material change in GAAP as applied by (changes or developments in the application business of GAAP bya Borrower or Guarantor made available by any Borrower or Guarantor to the public. (d) Borrowers and Guarantors shall furnish or cause to be furnished to Agent such budgets, forecasts, projections and other information respecting the Collateral and the business of Borrowers and Guarantors, as Agent may, from time to time, reasonably request. Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of Borrowers and Guarantors to any court or other Governmental Authority or to any Lender or Participant or prospective Lender or Participant or any Affiliate of any Lender or Participant. Each Borrower has occurred since the date and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Agent, at Borrowers’ expense, copies of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying of any Borrower and Guarantor and any reports or management letters prepared by such certificate;accountants or auditors on behalf of any Borrower or Guarantor and to disclose to Agent and Lenders such information as they may have regarding the business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender one (1) year after the same are delivered to Agent or such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender in writing. (e) Borrowers and Guarantors shall promptly notify Agent in advance in writing of any proposed material amendment to the Elavon Processor Agreement (it is understood and agreed that any amendment to to Section B.6 of the Elavon Processor Agreement, any grant of the security interests and liens made by Parent thereunder or in respect thereof or the obligations secured by such security interests and liens shall be deemed to be a material amendment to the Elavon Processor Agreement) and/or replacement of the Elavon Member.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) As soon as available, but in any event within ninety (90) 120 days after the end of each fiscal year year, (i) a copy of the Borrower’s Annual Report on Form 10‑K in respect of such fiscal year required to be filed by the Borrower with the SEC, together with the financial statements attached thereto, and (ii) the Borrower’s audited consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or stockholders’ stockholder’s equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP the Accountants (without a “going concern” or other independent public accountants like qualification or exception and without any qualification or exception as to the scope of recognized national standing such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition conditions and results of operations of the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable applied during such fiscal year; (b) As soon as available, but in any event within forty-five (45) 60 days after the end of each of the first three (3) fiscal quarters of each fiscal year year, (i) a copy of the Borrower’s Quarterly Report on Form 10‑Q in respect of such fiscal quarter required to be filed by the Borrower with the SEC, together with the financial statements attached thereto, and (ii) the Borrower’s unaudited consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or stockholders’ stockholder’s equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a duly authorized Financial Officer of the Borrower as presenting fairly in all material respects the financial condition conditions and results of operations of the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-year end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery Within 60 days after the end of financial statements under clause (a) or (b) each of this Sectionthe first three fiscal quarters and within 120 days after the end of the last fiscal quarter, a certificate of Compliance Certificate, signed by a Financial Officer (or such other officer as shall be acceptable to the Administrative Agent) as to the Borrower’s compliance, as of such fiscal quarter ending date, with Section 7.5, and as to the absence of any Default as of such fiscal quarter ending date and the date of such certificate (or if a Default existed or exists, the nature thereof); and (d) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred andor any Subsidiary, 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 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date terms of the most recent audited financial statements delivered pursuant to Section 5.01(a) andLoan Documents, if as any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Credit Party may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrower (commencing with fiscal year 2012), the its audited consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous prior fiscal year, all reported on audited by KPMG LLP or other and accompanied by the opinion of an independent registered public accountants accounting firm of recognized national standing (which opinion shall not be qualified as to the scope of the audit or contain a written statement reflecting a “going concern” or like qualification or exception) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerBorrower (commencing with fiscal year 2012), the its consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of completed Compliance Certificate signed by a Financial Officer of the Borrower Borrower, (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) commencing with the fiscal quarter ending June 30, 2012, setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01Section 6.12; provided that such compliance calculations shall not be required to be set forth in the Compliance Certificate for any period where the Financial Covenant is not tested under Section 6.12, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the consolidated balance sheet of the Borrower most recent audited financial statements recently theretofore delivered pursuant under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 5.01(a3.04) and, if any such change has occurred, specifying (if known and quantifiable) the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate, (iv) certifying a list of the names of all Permitted Joint Ventures and that each entity set forth on such list individually qualifies as a Permitted Joint Venture and that such entities in the aggregate do not exceed the limitation set forth in clause (3) of the proviso to the definition of the term “Permitted Joint Venture” herein, (v) in the case of any delivery of financial statements under clause (a) above at any time prior to the Qualified MLP IPO, setting forth a reasonably detailed calculation of Excess Cash Flow for the applicable fiscal year, (vi) in the case of any delivery of financial statements under clause (a) or (b) above, setting forth a reasonably detailed calculation of the Available Amount for the applicable fiscal period, and any application of the Available Amount to investments, dividends and other payments during such fiscal period and (vii) containing information and calculations, in each case in reasonable detail, necessary to determine compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be; (d) together with the delivery of the annual Compliance Certificate required by Section 5.01(c), a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Borrower, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating in a manner reasonably satisfactory to the Administrative Agent any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this clause (d) (or, prior to the first delivery of any such Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or (ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this clause (d) (or, prior to the first delivery of any such Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date); (e) within 45 days after the end of each fiscal year of the Borrower, commencing with the fiscal year beginning January 1, 2013, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet and related projected statements of income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget); (f) prior to the Qualified MLP IPO, within 10 Business Days after each delivery of the financial statements (x) for each of the first three fiscal quarters of any year (commencing with the fiscal quarter ending June 30, 2012) pursuant to Section 5.01(b) and (y) for each fiscal year pursuant to Section 5.01(a), the Borrower will host a lender conference call to discuss the financial condition of the Borrower and its consolidated Subsidiaries as of each such date and their results of income or operations and cash flows for the respective portions of the current fiscal year covered by such financial statements. The chief executive officer and/or chief operating officer and the chief financial officer of the Borrower shall participate in each such call. Such calls shall be held at times convenient to the Lenders and the Borrower; (g) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that Parent or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that Parent or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or Parent, as applicable or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or Parent, as applicable, or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (h) promptly after any written request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of Parent, the Borrower or any other Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, if (i) the Borrower’s financial statements are consolidated with Parent’s financial statements or (ii) Parent is subject to periodic reporting requirements of the Securities Exchange Act of 1934 and the Borrower is not, then the requirement to deliver consolidated financial statements of the Borrower and its Subsidiaries (and the related opinion from independent public accountants) pursuant to Sections 5.01(a) and (b) may be satisfied by delivering consolidated financial statements of Parent (and the related opinion from an independent registered public accounting firm of recognized national standing, which opinion shall not be qualified as to the scope of audit or as to the status of Parent (or such parent) and its consolidated Subsidiaries as a going concern (other than with respect to, or resulting from, any potential inability to satisfy the Financial Covenant (if applicable) on a future date or in a future period) accompanied by a schedule showing, in reasonable detail, consolidating adjustments, if any, attributable solely to Parent and any of its Subsidiaries that are not the Borrower or any of its Subsidiaries. Information required to be delivered pursuant to this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports or other reports containing such information, shall have been posted 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 SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of the Borrower.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, (i) the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as at the end of such fiscal year and the consolidated statements of operations, stockholders’ equity and cash flows, in each case of the Borrower and its Subsidiaries for such fiscal year, (ii) supplements to Schedule A to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect any new deposit accounts and securities accounts included in the Collateral and to remove deposit accounts and securities accounts no longer included in the Collateral, supplements to Schedule B to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect the publication or registration of new Copyrights or applications thereof, new Marks and new Patents (each as defined in the Borrower Security Agreement or Subsidiary Security Agreement, as applicable) and supplements to Schedule A to the Borrower Pledge Agreement and any Subsidiary Pledge Agreement to reflect any new pledged Equity Interests included in the Collateral and to remove any pledged Equity Interests no longer included in the Collateral, and (iii) worksheets or other calculations used by the Borrower in determining whether or not Significant Subsidiaries exist as of the Determination Date occurring as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year. Such financial statements shall be prepared in accordance with GAAP, all reported on consistently applied, and such consolidated financial statements shall be accompanied by KPMG a report of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Borrower, which report shall be prepared in accordance with GAAP as at such date, and shall not be subject to any qualifications or exceptions as to the effect that such scope of the audit nor to a “going concern” or like qualification (except as may be required as a result of the impending maturity of any of the Loans); (b) as soon as practicable, and in any event within 45 days after the end of each fiscal quarter of the Borrower (other than the fourth fiscal quarter in any fiscal year), the consolidated financial statements present fairly in all material respects the financial condition and results of operations balance sheet of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, as at the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent end of such fiscal quarter and the Lenders consolidated statements of operations and cash flows for such fiscal quarter and the report portion of the fiscal year ended with such fiscal quarter. Such financial statements shall be certified by the chief financial officer of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, or his or her designated representative as fairly presenting in all material respects the consolidated balance sheet and related statements financial condition, results of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodadjustments; (c) concurrently simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related internally prepared unaudited condensed consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five Business Days after any delivery of financial statements under clause paragraph (a) or (b) of this Sectionabove, commencing with the financial statements delivered for the first full fiscal quarter after the Effective Date, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred then exists and, if a Default has occurreddoes then exist, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance calculations, in the case of financial statements delivered under paragraph (a) above beginning with Sections 6.01the financial statements for the fiscal year of the Borrower ending March 31, 6.022023, 6.04solely to the extent the Borrower would be required to prepay the Term Borrowing pursuant to Section 2.10(d), 6.05 and 6.07 of Excess Cash Flow for such fiscal year and (iii) stating whether in the case of financial statements delivered under paragraph (a) above, setting forth a reasonably detailed calculation of the Net Proceeds received during the applicable period by or on behalf of Borrower or any material change of the Restricted Subsidiaries in GAAP respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance with the proviso in Section 2.10(c); (e) as applied soon as practicable, and in any event within 120 days after the end of each fiscal year of the Borrower, a budget and projections for the then-current fiscal year in reasonable detail substantially consistent with the budget and projections customarily prepared by the Borrower; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing. Notwithstanding the foregoing, the obligations in paragraphs (a)(i) and (b) above may be satisfied by furnishing (A) the Form 10-K or 10-Q (or in the application equivalent), as applicable, of GAAP bythe Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations or (B) the Borrower has occurred since applicable financial statements of any direct or indirect parent of the Borrower; provided that to the extent such information referred to in (A) or (B) above is in lieu of information required to be provided under paragraph (a) above, such materials are accompanied by a report and opinion of an independent registered public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than with respect to, or resulting from, an upcoming maturity date of the most recent audited financial statements Loans). Documents required to be delivered pursuant to Section 5.01(a) andor (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower files such documents with the SEC, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(d)); 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). The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall be required to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s obligations under this Section 5.01) to any third party; provided that in the event the Borrower withholds information pursuant to this paragraph, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not reveal such non-financial trade secrets or proprietary information, violate applicable law, waive any such change has occurredprivilege or violate such confidentiality obligations. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, specifying “Borrower Materials”) by posting the effect Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive Material Non-Public Information and who may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such change securities, that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials as “PUBLIC”. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements accompanying such certificate;and certificates furnished pursuant to Sections 5.01(a), 5.01(b), 5.01(c) and 5.01(d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any Material Non-Public Information.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and for distribution each Lender: (a) as soon as available and in any event within ninety (90) 100 days after the end of each of its fiscal year of the Borroweryears, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of at the end of such fiscal year and its audited consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all reported on audited by KPMG LLP and accompanied by the opinion of Ernst & Young, LLP, or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower (without a “going concern” or like qualification, exception or emphasis and without any qualification, exception or emphasis as to the scope of such audit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) as soon as available and in any event within forty-five (45) 60 days after the end of each of the first three (3) fiscal quarters of each of its fiscal years, its unaudited consolidated balance sheet as at the end of such fiscal quarter and its unaudited consolidated statements of operations and retained earnings and of cash flows for such period and the portion of the fiscal year then ended, prepared on a basis consistent with the corresponding period of the Borrowerpreceding fiscal year, except as disclosed in such financial statements or otherwise disclosed to the Lenders in writing, and certified by a Financial Officer of the Borrower as presenting fairly, in all material respects, the consolidated balance sheet financial position and related statements the consolidated results of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed such portion of the such fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis year in accordance with GAAP consistently appliedGAAP, subject subject, however, to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodadjustments; (c) concurrently with any each delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of Compliance Certificate, signed by a Financial Officer of the Borrower Borrower, (i) setting forth a reasonably detailed computation of the Leverage Ratio as of the end of such fiscal year or fiscal quarter, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent Borrower’s audited consolidated financial statements delivered pursuant to for the immediately preceding fiscal year that had a significant effect on the calculation of Consolidated Net Tangible Assets or the Leverage Ratio in Section 5.01(a) 6.10 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying each Material Subsidiary and each Unrestricted Subsidiary, and (v) prior to the date on which the Collateral and Guarantee Release Condition has been satisfied, (A) certifying that all notices required to be provided under Sections 5.11 and 5.13 have been provided and (B) in the case of any delivery of financial statements under clause (a) above, providing updates, if any, to the information set forth in the schedules to the Collateral Agreement, in each case, since the information provided to the Lenders on the Availability Date or in the most recent Compliance Certificate delivered pursuant to this clause (c), as applicable; (d) if any Subsidiary shall be an Unrestricted Subsidiary, concurrently with each delivery of financial statements pursuant to clause (a) or (b) of this Section, (i) unaudited financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower or accounted for on the basis of the equity method and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail (which may be in footnote form) and (ii) a certificate of a Financial Officer of the Borrower stating that such reconciliation statement accurately reflects all adjustments necessary to treat the Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise to eliminate all accounts of the Unrestricted Subsidiaries and reflects no other adjustment from the related GAAP financial statement (except as otherwise disclosed in such reconciliation statement); (e) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and periodic or current reports and registration statements under the Securities Act (other than those on Form S-8 or any successor form relating to the registration of securities offered pursuant to any employee benefit plan) which the Borrower sends to its equityholders or files with the SEC; (f) promptly following a request therefor, any documentation or 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 USA PATRIOT Act; and (g) from time to time such further information regarding the business, affairs and financial condition of the Borrower and its Subsidiaries as the Lenders shall reasonably request. Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered to the Lenders on the date on which such information or one or more annual quarterly reports containing such information have been posted on the Borrower’s website as identified to the Administrative Agent from time to time or on the SEC’s website at xxxx://xxx.xxx.xxx or posted by the Administrative Agent on the Platform.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within ninety (90) days after the end of each fiscal year of the BorrowerCompany (or, if earlier, by the date that the Annual Report on Form 10-K of the Company for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Company (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 Section 6.12 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [intentionally omitted]; (e) as soon as available, but in any event not more than sixty (60) days after the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Company for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all periodic and other reports, 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; and (g) promptly following any request therefor, (x) 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 or any Lender may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 5.01 may be delivered by facsimile or electronic mail. Documents required to be delivered pursuant to clauses (a), (b) or (f) of this Section 5.01 that are delivered electronically shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. (a) Each Loan Party shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Loan Party and its Subsidiaries in accordance with GAAP (other than the books and records of Foreign Subsidiaries (if any) that are kept in accordance with local accounting rules and converted to GAAP monthly). The Borrower will Loan Parties shall furnish or cause to be furnished to the Administrative Agent and each Lenderthe Lenders, the following: (ai) promptly upon becoming available and in any event within ninety (90) days after the end of each fiscal year of the BorrowerHoldings and its Subsidiaries, the an audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries as of at the end of such fiscal year and the related audited consolidated statements of income and loss, statements of cash flow and statements of shareholders’ equity for such year, setting forth in each case in comparative form the figures fiscal year and a report containing management’s discussion and analysis of such financial statements for the previous fiscal yearyear then ended, including the accompanying notes thereto, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present in reasonable detail, fairly presenting in all material respects the consolidated financial condition position and the results of the operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, in each case, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous preceding fiscal year, all year certified by a Financial Officer the chief financial officer, treasurer, or corporate controller of the Borrower Holdings as presenting fairly presenting, in all material respects respects, the consolidated financial condition and results of operations of Holdings and its Subsidiaries, together with the unqualified opinion of KPMG LLP or other independent certified public accountants of nationally recognized standing selected by the Administrative Borrower and acceptable to the Administrative Agent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Holdings and its Subsidiaries as of the end of and for the fiscal year then ended. The foregoing shall be accompanied by (x) a Compliance Certificate, along with a schedule in form reasonably satisfactory to the Administrative Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the twelve (12) consecutive fiscal month period then ending) and (y) a representation by the chief financial officer, controller or treasurer of Holdings that no Event of Default has occurred or is continuing; (ii) promptly upon becoming available and in any event thirty (30) days after the end of each fiscal month of the Company and its Subsidiaries (other than a fiscal month ending on a fiscal quarter end, in which case, within forty-five (45) days after such fiscal month), (A) an unaudited consolidated balance sheet of the Company and its Subsidiaries for such fiscal month, and the related unaudited consolidated statements of income and loss and a summary of cash flow items for such fiscal month in substantially the same form as delivered to the Administrative Agent prior to the Closing Date (or such other form as may be mutually agreed to by the Administrative Agent and the Administrative Borrower), fairly presenting in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal month and (B) an unaudited balance sheet of Holdings for such fiscal month and the related unaudited statements of income and loss and a summary of cash flow items for such fiscal month (without consolidation for the Variable Interest Entities) in substantially the same form as delivered to the Administrative Agent prior to the Closing Date (or such other form as may be mutually agreed to by the Administrative Agent and the Administrative Borrower), fairly presenting in all material respects the financial position and the results of the operations of Holdings (without consolidation for the Variable Interest Entities), as of the end of and through such fiscal month, in each case setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year, accompanied by (I) a Compliance Certificate, along with a schedule in form reasonably satisfactory to the Administrative Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the twelve (12) consecutive fiscal month period then ending) and (II) a representation by the chief financial officer, controller or treasurer of the Company that no Event of Default has occurred or is continuing. For each fiscal month ending on a fiscal quarter end or a fiscal year end, if requested by the Administrative Agent, the foregoing shall be accompanied by a reconciliation between the monthly financial statements of the Company and its Subsidiaries to the quarterly or annual financial statements of Holdings and its Subsidiaries, as applicable; (iii) promptly upon becoming available, but in any event at least thirty (30) days before the end of each fiscal year (commencing with the fiscal year of Holdings and its Subsidiaries ending December 31, 2011) of Holdings and its Subsidiaries, a projected consolidated financial budget (including forecasted balance sheets, statements of income and loss and summary cash flow items) of Holdings and its Subsidiaries for the immediately following fiscal year, all in reasonable detail, and in a format reasonably acceptable to the Administrative Agent, together with such supporting information as the Administrative Agent may reasonably request. Such projected financial budget shall also include projected borrowings and Letter of Credit usage and pro forma calculations of Excess Availability and the Fixed Charge Coverage Ratio. Such projected consolidated financial budget shall be prepared on a monthly basis for the immediately following fiscal year and on an annual basis for each succeeding fiscal year thereafter. Such projected consolidated financial budget shall represent the reasonable best estimate by the Loan Parties of the future consolidated financial performance of Holdings and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein that the Loan Parties believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial budget). The Loan Parties shall provide to the Administrative Agent a quarterly update to such projected consolidated financial budget for each upcoming quarter or, at any time a Default or Event of Default exists or has occurred and is continuing or if Excess Availability falls below the Threshold Amount, more frequently as the Administrative Agent may request; and (iv) promptly upon becoming available, but in no event later than ten (10) days after the end of the sixth and twelfth month of each fiscal year or, as otherwise requested by the Administrative Agent, a contract backlog report of all Government Contracts and all other Material Contracts (in form and substance reasonably satisfactory to the Administrative Agent but including, without limitation, such contract’s end date, the tenor of such contract, the renewal options of such contract, the type of contract and whether the applicable Loan Party party thereto is a prime contractor or a sub-contractor with respect thereto). The Company shall promptly notify the Administrative Agent if, at any time, the consolidated Subsidiaries of the Company that are not Loan Parties either (1) own, individually or in the aggregate, in excess of ten percent (10%) of the consolidated assets of the Company and its Subsidiaries or (2) earn, individually or in the aggregate, in excess of ten percent (10%) of the consolidated EBITDA of the Company and its Subsidiaries, and, if requested by the Administrative Agent, shall provide management- prepared consolidating annual and monthly financial statements of the Company and its Subsidiaries, together with the figures, in comparative form, for the corresponding period or periods of the most recent applicable consolidated financial statements of the Company and its Subsidiaries. Such management-prepared consolidating financial statements shall be delivered concurrently with, and within the same delivery periods applicable to, the financial statements required to be delivered pursuant to Sections 9.6(a)(i) and (ii) above. (b) The Loan Parties shall, and shall cause each Subsidiary thereof to, promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) notify the Administrative Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to Collateral having a value of more than $750,000 or which if adversely determined would result in any Material Adverse Effect, (ii) any Material Contract or Material Government Contract being terminated or amended in any manner materially adverse to the Company and its Subsidiaries, or any notification from a counterparty to a Material Government Contract of its non-renewal or non-extension of such contract in accordance with GAAP consistently appliedthe renewal or extension options contained therein, subject or any new Material Contract or new Material Government Contract entered into (in which event the Loan Parties shall provide the Administrative Agent with (x) a copy of such Contract, if requested by the Administrative Agent, (y) an updated Schedule 8.15 and (z) with respect to normal year-end audit adjustments any new Material Government Contract, a Notice of Assignment and Instrument of Assignment with respect to such Material Government Contract in accordance with Section 6.2(h)(i)), (iii) any order, judgment or decree in excess of $750,000 shall have been entered against any Loan Party or any of its Subsidiaries or any of its or their respective properties or assets, (iv) any notification of a violation of laws or regulations received by any Responsible Officer of a Loan Party that could reasonably be expected to have a Material Adverse Effect, (v) any ERISA Event which could reasonably be expected to result in a material liability to any Loan Party, to the absence extent not already qualified by materiality under the definition of footnotes; provided thatERISA Event, and (vi) upon any Responsible Officer having knowledge thereof, the requirements set forth in this clause occurrence of any Material Release or Non-Compliance and (bvii) may be fulfilled by providing to upon any Responsible Officer having knowledge thereof, the Lenders the report occurrence of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;any Default or Event of Default. (c) concurrently with Promptly (and in any delivery event within two (2) Business Days or such longer period as the Administrative Agent may agree) after the sending or filing thereof, the Loan Parties shall send to the Administrative Agent copies of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether all reports and registration statements which Holdings, the Borrower has knowledge that a Default has occurred andCompany or any of its Subsidiaries files with the Securities Exchange Commission, if a Default has occurredany national or foreign securities exchange or the National Association of Securities Dealers, specifying the details thereof Inc. and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any all other statements concerning material change in GAAP as applied by (changes or developments in the application business of GAAP bya Loan Party made available by any Loan Party to the public. (d) Promptly (and in any event within two (2) Business Days or such longer period as the Borrower has occurred since Administrative Agent may agree) upon receipt thereof, the date Borrowers shall send to the Administrative Agent copies of any letter, notice, subpoena, court order, pleading or other document issued, given or delivered by any U.S. Governmental Authority or by any prime contractor to any Loan Party or any Subsidiary thereof asserting or seeking to investigate any alleged fraud, malfeasance or other willful misconduct of any Loan Party or any Subsidiary thereof with respect to any Material Government Contract or any subcontract with remaining payments of at least $1,000,000. (e) Each Loan Party shall, and shall cause each Subsidiary to, furnish or cause to be furnished to the Administrative Agent copies of all notices, reports, certificates and other information furnished to or received from any of the most recent audited holders of the Senior Notes or any other debt holders, or any other trustee, agent or representative of such holders (including any notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and certificates of an administrative nature). (f) Each Loan Party shall, and shall cause each Subsidiary to, furnish or cause to be furnished to the Administrative Agent such budgets, forecasts, projections, auditors’ reports and management letters and other information respecting the Collateral, the financial statements condition and the business of Holdings and its Subsidiaries, as the Administrative Agent may, from time to time, reasonably request. (g) Subject to Section 14.9, the Administrative Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of Holdings and its Subsidiaries or the Company and its Subsidiaries to any court or other Governmental Authority requesting such information or to any Lender or Participant or bona fide prospective Lender or Participant or any Affiliate of any Lender or Participant. Any documents, schedules, invoices or other papers delivered to the Administrative Agent or any Lender may be destroyed or otherwise disposed of by the Administrative Agent or such Lender one (1) year after the same are delivered to the Administrative Agent or such Lender, except as otherwise designated by the Administrative Borrower to the Administrative Agent or such Lender in writing. (h) Information required to be delivered pursuant to this Section 5.01(a) and9.6 shall be deemed to have been delivered if such information, if any or one or more annual or other reports containing such change has occurredinformation, specifying shall have been posted by the effect Administrative Agent on an IntraLinks, SyndTrak Online or similar site to which the Lenders have been granted access; provided that Holdings or the Company, as applicable, shall deliver paper copies of such change on information to the financial statements accompanying extent the Administrative Agent or any Lender requests such certificate;delivery.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (for delivery to each Lender:): (a) within ninety by no later than the earlier of the date on which such financial statements are required to be filed by the Borrower with the SEC (90without giving effect to any extensions thereof) and the date which occurs 90 days after the end of each fiscal year of the Borrower, the (i) its audited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided thatGAAP, the requirements set forth in this clause accompanied by any management letter prepared by said accountants and (aii) may be fulfilled by providing to the Administrative Agent consolidated balance sheet and the Lenders the report related statements of income and cash flows of the Borrower to and its Restricted Subsidiaries and consolidating balance sheet and statement of income of the SEC on Form 10-K Borrower and its Restricted Subsidiaries (such consolidating statements with a level of detail reasonably determined by the Borrower), in each case as at the end of such fiscal year, setting forth in comparative form the corresponding consolidated figures for the applicable preceding fiscal year, accompanied by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Restricted Subsidiaries, in accordance with GAAP, as at the end of and for such period (subject to normal year-end audit adjustments); (b) within forty-five by no later than the earlier of the date on which such financial statements are required to be filed by the Borrower with the SEC (45without giving effect to any extensions thereof) and the date which occurs 45 days after the end of each of the first three (3) fiscal quarters of each the Borrower (or with respect to the fiscal year of quarter ending September 30, 2012, 75 days or such later date agreed to by the BorrowerAdministrative Agent), the unaudited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of for the Borrower and its Subsidiaries and for the Borrower and its Restricted Subsidiaries and the unaudited consolidating balance sheet and related statement of income for the Borrower and its Restricted Subsidiaries (such consolidating statements with a level of detail reasonably determined by the Borrower) 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis or the Borrower and its Restricted Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and is continuing 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 6.01Section 8.11, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 6.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, to the extent not available by electronic or other readily accessible means, copies of all periodic and other reports, proxy statements and other non-confidential materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding the amount of all Asset Sales that were made during such prior fiscal year and amounts received in connection with any Recovery Event during such prior fiscal year; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or 7.01(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent and each LenderAgent: (a) within ninety Within thirty (9030) days after the end of each calendar month of each fiscal year year, (i) copies of one or more bank statements demonstrating compliance with Section 10.01, (ii) a summary (which may be in the form of a financial dashboard report) of the Borrowerunit volume of, and gross revenue and estimated Net Revenue generated by, the audited consolidated balance sheet Products sold by the Borrower during such calendar month, set forth in reasonable detail and related statements in a manner that segregates unit volume, gross revenue and estimated Net Revenue by type of operations, changes in net assets or stockholders’ equity Product; and cash flows (iii) a summary of the number of employees of the Borrower and its Subsidiaries 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 KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;calendar month. (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borroweryear, the (i) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter, and (ii) the related unaudited consolidated statements of operationsincome, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such fiscal quarter, in each case, prepared in accordance with GAAP in all material respects consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for (the corresponding period in the preceding fiscal year or, in the case of the statement of assets and liabilities or balance sheet, the balance sheet as of the end of) the corresponding period or periods of the previous prior fiscal yearquarter, all certified by together with (iii) a Financial certificate of a Responsible Officer of the Borrower as presenting stating that such financial statements (x) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for the period ended on a such date and (y) have been prepared in accordance with GAAP in all material respects consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes. (c) Within one hundred and twenty (120) days after the end of each fiscal year, (i) the audited consolidated basis balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and (ii) the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of PricewaterhouseCoopers LLP or another firm of independent certified public accountants of recognized national standing reasonably acceptable to the Agent (it being understood that any of the “Big Four” public accounting firms shall be acceptable to the Agent), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to normal any Impermissible Qualification but which may, for the avoidance of doubt, be subject to a “going concern” or like qualification. (d) together with the financial statements required pursuant to Sections 8.01(b) and 8.01(c), (i) a compliance certificate delivered by the chief financial officer of the Borrower as of the end of the applicable accounting period, substantially in the form of Exhibit E, and (ii) a management discussion and analysis, prepared in writing and in reasonable detail, discussing the Borrower’s financial condition and results of operations as set forth in such financial statements. In addition to the foregoing, as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter, the chief financial officer of the Borrower shall deliver to the Agent a certificate, prepared in reasonable detail and in form and substance reasonably satisfactory to the Agent, calculating total OC-01 Net Revenue generated by the Borrower and its Subsidiaries for such fiscal quarter and each preceding fiscal quarter of the same fiscal year-, together with a calculation of the Revenue Sharing Fee payable hereunder in respect of such fiscal quarter and each preceding fiscal quarter in such fiscal year. (e) As soon as available and in any event no later than ninety (90) days following the end audit adjustments of each fiscal year of the Borrower, copies of an annual budget (or equivalent) for the Borrower and its Subsidiaries, approved by the absence Borrower’s Board, for the then current fiscal year. (f) [Reserved]. (g) [Reserved]. (h) Promptly, and in any event within five (5) Business Days after receipt thereof by any Obligor or any of footnotesits Subsidiaries, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which the Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor or Subsidiary, as applicable (but in any case excluding any routine comments and letters from the SEC in respect of offering documents). (i) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to all the stockholders of the Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which the Borrower or any such Subsidiary, as applicable, may become subject from time to time. (j) The information regarding insurance maintained by the Borrower and its Subsidiaries as required under Section 8.05. (k) Within five (5) days of delivery, copies of all statements, reports and notices (including board kits) made available to the Borrower’s Board or holders of the Borrower’s Equity Interests; provided thatthat any such material may be redacted by the Borrower to (i) exclude information relating to the Lenders (including the Borrower’s strategy regarding the Loans), (ii) prevent the disclosure of trade secrets and (iii) protect and preserve attorney-client privilege. (l) Such other information respecting the operations, properties, business, liabilities or condition (financial and otherwise) of the Obligors (including with respect to the Collateral) as the Agent or any Lender may from time to time reasonably request. Without limiting the delivery requirements or periods set forth in this clause Section 8.01, any information required to be delivered under Sections 8.01(b), (bc), (d)(ii), (i) and (k) may be fulfilled by providing delivered electronically and the Borrower shall be deemed to have effectively delivered any such information to the Lenders the extent it is included in any financial statement, management discussion and analysis, proxy statement or report of the Borrower to the SEC on Form 8-K, 10-K or 10-Q for to the applicable quarterly period; (c) concurrently with any delivery of Agent and the Lenders when such financial statements under clause (a) statement, management discussion and analysis, proxy statement or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change report is posted on the financial statements accompanying such certificate;Internet at the SEC’s website at xxx.xxx.xxx.

Financial Statements and Other Information. The Borrower Holdings will furnish deliver to the Administrative Agent and for delivery to each Lender: (a) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year Fiscal Year of Holdings, a copy of the Borrowerannual audited report for such Fiscal Year for Holdings and its Subsidiaries (commencing with the Fiscal Year ended December 31, the audited 2019), containing a consolidated and consolidating balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and reported on by KPMG LLP Deloitte or other independent public accountants of nationally recognized national standing (which may have a “going concern” or like qualification, exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result of the impending Maturity Date but without any other qualification 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 the results of operations of the Borrower Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) as soon as available and in any event within forty60 days (or in the case of any audited statements and risk-five based capital reports required to be delivered pursuant to this clause (45b), 180 days) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities); (c) as soon as available and in any event (i) within 30 days after the end of each Fiscal Month (commencing with the Fiscal Month ended October 31, 2019) of the first three (3) fiscal quarters Holdings, an unaudited consolidated and consolidating balance sheets of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries as of the end of such Fiscal Month and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such fiscal quarter Fiscal Month and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Month and the corresponding portion of Holdings’ previous Fiscal Year and the corresponding figures for the budget for the current Fiscal Year, together with a monthly reporting package consistent with Exhibit 5.1(c) (orprovided, that delivery of such monthly reporting package shall commence for the Fiscal Month ending January 31, 2020); (ii) within 30 days after the end of each Fiscal Quarter, quarterly financial statements of each Insurance Subsidiary (prepared in the case accordance with SAP), consisting of the statement of assets and liabilities or balance sheet, as income statement and cash flows of each Insurance Subsidiary; and (iii) within 45 days after the end of) of each Fiscal Quarter (or 60 days after the corresponding period or periods end of the previous fiscal yeareach Fiscal Quarter ending December 31), all certified by a Financial Officer quarterly financial statements of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis each Insurance Subsidiary (prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and SAP) as filed with the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report Insurance Regulatory Authority of the Borrower state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to the SEC on Form 10-Q for the applicable quarterly periodsuch financial statements as required by such Insurance Regulatory Authority); (cd) concurrently with any the delivery of the financial statements under clause referred to in subsections (a) or and (bc)(i) of this Section, a certificate Compliance Certificate; (e) [reserved]; (f) as soon as available and in any event within 30 days after the end of the calendar year, forecasts and a Financial Officer pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with any Insurance Regulatory Authority, the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; (h) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC of the financial condition and operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (i) promptly following receipt thereof, (i) a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority and (ii) each audit of any Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (j) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of Holdings or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (icollectively, “Borrower Materials”) certifying as to whether by posting the Borrower has knowledge Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a Default has occurred andminimum, if a Default has occurredshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, specifying the details thereof Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any action taken material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or proposed its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 made available through a portion of the Platform designated “Public Side Information”; and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP byz) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Materials that are not marked

Financial Statements and Other Information. The Borrower Parent will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety (90) days after the end of each fiscal year of Parent (commencing with the Borrowerfiscal year ending December 31, the 2024), (i) an audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower for Parent and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (if any), all with such audited balance sheet and related consolidated financial statements reported on by KPMG LLP PricewaterhouseCoopers 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, except to the extent solely due to the scheduled occurrence of a Maturity Date within one year from the date of such audit or the potential inability to satisfy the Financial Covenant) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) to the extent there exist any Unrestricted Subsidiaries, a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Parent and its consolidated Restricted Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year (if any) certified by one of Parent’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent (commencing with the Borrowerfiscal quarter ending June 30, the 2024), (i) a consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower for Parent and its consolidated Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the previous fiscal year (if any) and (ii) to the extent there exist any Unrestricted Subsidiaries, a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Parent and its consolidated Restricted Subsidiaries 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 yearyear (if any), in each case all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries (or Parent and its consolidated Restricted Subsidiaries, as applicable) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower Parent (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) if the Financial Covenant is required to be tested pursuant to Section 6.11, setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 the Financial Covenant (including compliance on a consolidated basis without giving effect to the Unrestricted Subsidiaries) and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [reserved]; (e) concurrently with the delivery of the certificate of a Financial Officer of Parent under clause (c) above, an updated version of Exhibit B to the US Security Agreement (provided that if there have been no changes to any such exhibits since the previous updating required thereby, Parent shall indicate that there has been “no change” to the applicable exhibit(s)); (f) [reserved]; (g) as soon as available, but in any event not more than ninety (90) days after the end of each fiscal year of Parent (commencing with the fiscal year ending December 31, 2024), a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of Parent for each month of the fiscal year following such fiscal year in form reasonably satisfactory to the Administrative Agent (without giving effect to any Unrestricted Subsidiaries); (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Parent or any Restricted Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by Parent to its respective shareholders generally, as the case may be; and (i) promptly after any request therefor, such other information regarding the operations, business affairs and financial condition of Parent or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent (including any information that any Lender reasonably requests in order to comply with its obligations under the USA Patriot Act and the Beneficial Ownership Regulation). Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(h) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted 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 SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, Parent shall deliver, promptly after such restated financial statements become available, revised compliance certificates required by clause (c) of this Section 5.01 with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of Parent. Parent and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Parent and the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent, the Borrower or their respective Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent and the Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent, Parent, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Financial Statements and Other Information. The Holdings and the Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety (90) 150 days after the end of each fiscal year of Holdings (commencing with the Borrowerfiscal year ending December 31, 2012) (or, so long as Holdings shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of Holdings for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous prior fiscal year, all reported on audited by KPMG and accompanied by the opinion of PricewaterhouseCoopers LLP or other another independent registered public accountants accounting firm 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 fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower Holdings and its Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) (i) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings (commencing with the Borrowerfiscal quarter ending March 31, 2013) (or, so long as Holdings shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of Holdings for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any extension available thereunder for the filing of such form) and (ii) within 90 days after the end of the fourth fiscal quarter of each fiscal year of Holdings (commencing with the fiscal quarter ending December 31, 2012), Holdings’ consolidated balance sheet and related consolidated statements of operationsincome, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) of the corresponding period or periods of of) the previous prior fiscal year, all certified by a Financial Officer of the Borrower Holdings as presenting fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above (or, so long as Holdings shall be subject to periodic reporting obligations under the Exchange Act, within five Business Days of this Sectioneach delivery of financial statements under clause (a) or (b) above), a certificate of completed Compliance Certificate signed by a Financial Officer of each of Holdings and the Borrower Borrower, (i) certifying as to whether the Borrower has knowledge that a Default has occurred during the most recent fiscal quarter covered by such Compliance Certificate and, if a Default has occurredoccurred during such fiscal quarter, 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 6.01of the Leverage Ratio and Interest Coverage Ratio as of the last day of the fiscal period covered by such financial statements, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material significant change in GAAP as applied by (or in the application of GAAP thereof (in each case, as applied by, and having an impact on, Holdings and the Subsidiaries) the Borrower has occurred since the date of the consolidated balance sheet of Holdings most recent audited financial statements recently previously delivered pursuant under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 5.01(a3.04(a)) and, if any such change has occurred, specifying the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate, (iv) certifying that all notices required to be provided under Sections 5.03 and 5.04 have been provided, (v) in the case of any delivery of financial statements under clause (a) above in respect of fiscal years ending on or after December 31, 2013, setting forth a reasonably detailed calculation of Excess Cash Flow for the applicable fiscal year, (vi) unless each wholly owned Domestic Subsidiary constitutes a Loan Party or has been designated as a Material Subsidiary prior to the time such Compliance Certificate is delivered, setting forth reasonably detailed calculations with respect to which Subsidiaries are Material Subsidiaries based on the information contained in such financial statements and identifying each Subsidiary, if any, that has been designated a Material Subsidiary in order to satisfy the condition set forth in the definition of the term “Material Subsidiary”, (vii) identifying as of the date of such Compliance Certificate each Subsidiary that (A) is an Excluded Subsidiary as of such date but has not been identified as an Excluded Subsidiary in Schedule 3.11A or in any prior Compliance Certificate or (B) has previously been identified as an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, (viii) to the extent utilized during the most recent fiscal quarter covered by such Compliance Certificate, setting forth the amounts of utilization during the most recent fiscal quarter included in such financial statements of the Available Basket Amount, the Available ECF Amount and any Qualifying Equity Proceeds to make Investments in reliance on Section 6.04(v), Restricted Payments in reliance on Section 6.08(a)(viii) and expenditures in respect of Junior Indebtedness in reliance on Section 6.08(b)(vi), specifying each such use and the amount thereof, (ix) setting forth the number of total paid subscribers for the main services of the Loan Parties as of the beginning and as of the end of the most recent fiscal quarter included in such financial statements and (x) after the occurrence of the change in GAAP treatment of operating leases referred to in the last sentence of Section 1.04, setting forth a reconciliation in respect of operating leases under GAAP as then in effect and in the financial statements of Holdings thereafter delivered under clause (a) or (b) above; (d) no later than 45 days after the beginning of each fiscal year of Holdings, commencing with the fiscal year beginning January 1, 2014, a reasonably detailed business plan and consolidated budget for such fiscal year (including a projected consolidated balance sheet and related projected statements of income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget) and, promptly after the same become available, any significant revisions to such budget; and (e) promptly after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of Holdings, the Borrower or any other Subsidiary, or compliance with the terms of any Loan Document, or with the USA PATRIOT Act, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to clause (a) or (b) of this Section shall be deemed to have been delivered to the Administrative Agent and the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access. Information required to be delivered pursuant to clause (a) or (b) of this Section shall be deemed to have been delivered to the Administrative Agent and the Lenders if such information, or one or more annual or quarterly reports containing such information, is available on the website of the SEC at xxxx://xxx.xxx.xxx and the Borrower provides notice of such availability to the Administrative Agent. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and 6.08; (iiid) stating whether any material change in GAAP as applied promptly after the sending or filing thereof, copies of all periodic and other reports, proxy statements, registration statements and prospectuses filed by (or in the application of GAAP by) the Borrower has occurred since or any Subsidiary with the date Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or distributed by the Borrower to its shareholders generally, as the case may be, or proxy statements, registration statements and prospectuses filed by the Borrower or any Subsidiary with any national securities exchange; (e) at least three (3) Business Days prior to the consummation of any Material Acquisition, a certificate of a Financial Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent setting forth reasonably detailed calculations demonstrating pro-forma compliance with Section 6.07 immediately after giving effect to such Material Acquisition (based on pro-forma Net Borrowed Debt immediately after giving effect to such Material Acquisition and pro-forma Consolidated EBITDA as of the end of the most recent audited fiscal quarter for which financial statements have been delivered or are required to have been delivered pursuant to Section 5.01(a5.01 for the four fiscal quarters then ended), which calculations may, as to the entity or business to be acquired, be based on information provided to the Borrower or its Subsidiaries and relied on in good faith; and (f) andpromptly following any request therefor, if such other information regarding the operations, business affairs and financial condition of the Borrower or any such change has occurredSubsidiary, specifying or compliance with the effect terms of such change this Agreement, as the Administrative Agent or any Lender may reasonably request. Notwithstanding anything to the contrary herein, (i) delivery within the 90-day period specified in clause (a) above of copies of the Annual Report on Form 10-K of the Borrower for each applicable annual period (including all financial statement exhibits and financial statements accompanying incorporated by reference therein) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of Section 5.01(a); provided, that the Borrower shall be deemed to have made such certificate;delivery of any Form 10-K if it shall have made such Form 10-K available on “XXXXX” within such 90-day period (such delivery being referred to as “Electronic Delivery”), (ii) delivery within the 45-day period specified in clause (b) above of copies of the Quarterly Report on Form 10-Q of the Borrower for each applicable quarterly period (including all financial statement exhibits and financial statements incorporated by reference therein) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of Section 5.01(b); provided, that the Borrower shall be deemed to have made such delivery of any Form 10-Q if it shall have made Electronic Delivery thereof within such 45-day period, (iii) the Borrower shall be deemed to have made delivery of any reports, statements and other materials specified in clause (d) above if it shall have made Electronic Delivery thereof promptly after the sending or filing thereof and (iv) the Borrower shall be deemed to have made delivery of any of the items set forth in this Section 5.01 to each Lender upon delivery to the Administrative Agent for posting to “Intralinks” or any other electronic distribution site.

Financial Statements and Other Information. The Borrower Parent Guarantor will furnish to the Administrative Agent and (which, except as otherwise provided below with respect to subsections (a), (b) or (e), the Administrative Agent shall promptly furnish to each Lender:): (a) within ninety (90) 120 days after the end of each fiscal year of the BorrowerParent Guarantor, the its audited consolidated Consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of internationally recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance manner complying with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearrules and regulations promulgated by the SEC; (b) within forty-five (45) 60 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerParent Guarantor, the consolidated its Consolidated balance sheet and the related statements statement of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries 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 (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with to GAAP consistently applied, (subject to the absence of footnotes, audit and normal year-end audit adjustments and adjustments), or if adopted by the absence of footnotes; provided thatParent Guarantor for SEC reporting purposes, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report IFRS, on behalf of the Borrower to Parent Guarantor by the SEC on Form 10-Q for Chief Financial Officer or the applicable quarterly periodchief accounting officer of the Parent Guarantor or a Responsible Officer; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate on behalf of a the Parent Guarantor signed by the Chief Financial Officer or the chief accounting officer of the Borrower Parent Guarantor or a Responsible Officer (i) certifying as to whether the Borrower has knowledge that a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating whether the Parent Guarantor was in compliance with Sections 6.01Section 5.09; (d) within five Business Days after any Responsible Officer obtains knowledge of any Default or Event of Default, 6.02if such Default or Event of Default is then continuing, 6.04a certificate on behalf of the Parent Guarantor signed by a Responsible Officer setting forth, 6.05 in reasonable detail, the nature thereof and 6.07 the action which the Parent Guarantor is taking or proposes to take with respect thereto; (e) promptly upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and (iii) stating whether any material change in GAAP as applied by registration statements on Form S-8 or its equivalent), final reports on Forms 10-K, 10-Q and 8-K (or in their equivalents) and proxy statements which the application of GAAP by) Parent Guarantor or the Borrower has occurred since shall have filed with the date SEC; (f) promptly upon any Responsible Officer obtaining knowledge of the most recent audited commencement of any Reportable Action, a certificate on behalf of the Parent Guarantor specifying the nature of such Reportable Action and what action the Parent Guarantor is taking or proposes to take with respect thereto; (g) from time to time, upon reasonable notice, such other information regarding the financial statements position or business of the Parent Guarantor and its Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent may reasonably request; and (h) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, upon any request in writing therefor, documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation. Information required to be delivered pursuant to Section 5.01(asubsections (a), (b) andor (e) above may be delivered electronically and if so delivered, if any such change has occurred, specifying the effect of such change shall be deemed to have been delivered on the financial statements accompanying date (i) on which the Parent Guarantor posts such certificate;documents, or provides a link thereto on the Parent Guarantor’s website on the Internet at wxx.xx.xxx (or such other website as the Parent Guarantor may designate in a writing delivered to the Administrative Agent), or at wxx.xxx.xxx; or (ii) on which such documents are posted on the Parent Guarantor’s behalf, or delivered to the Administrative Agent by the Parent Guarantor in accordance with Section 10.15.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (who shall promptly furnish a copy to each Lender:): (a) within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2015, the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 KPMG PricewaterhouseCoopers 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 (other than a “going concern” or like qualification or exception resulting solely from an upcoming maturity date of any Indebtedness or a prospective non-compliance with any financial maintenance covenant under this Agreement) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearGAAP; (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2015, the unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries and related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth forth, beginning with the fiscal quarter ended March 31, 2016, in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (ci) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate substantially in the form of Exhibit G executed by a Financial Officer of the Borrower (ix) certifying as to whether whether, to the Borrower has knowledge that of such Financial Officer after reasonable inquiry, a Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (y) in the case of any such certificate delivered for any fiscal period ending on or after September 30, (ii) 2015, setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 the financial covenants set forth in Section 6.09 and (iiiii) concurrently with any delivery of financial statements under clause (a) above, a Perfection Certificate Supplement or a certificate of a Financial Officer of the Borrower stating whether any material that there has been no change in GAAP as applied by (or the information set forth in the application last Perfection Certificate or Perfection Certificate Supplement, as the case may be, most recently delivered to the Administrative Agent; (d) within ninety (90) days after the end of GAAP byeach fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2015, a reasonably detailed consolidated budget for such fiscal year; (e) promptly after the same become publicly available, copies of all annual, quarterly and current reports and proxy statements filed by the Borrower or any Subsidiary with the SEC; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and (g) at any time there are any Unrestricted Subsidiaries, with each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, (i) the related combined financial statements of the Unrestricted Subsidiaries accompanied by the certification of a Financial Officer of the Borrower certifying that such financial information presents fairly, in all material respects in accordance with GAAP, the financial position and result of operations of all Unrestricted Subsidiaries and (ii) a list of all Unrestricted Subsidiaries as of such date or confirmation that there has occurred been no change in such information since the date of the last such list; provided, however, that no information pursuant to this clause (g) shall be required if the total amount of assets of all Unrestricted Subsidiaries as at the end of the most recent audited recently ended fiscal quarter for which financial statements have been delivered pursuant to Section Sections 5.01(a) andand 5.01(b) above, determined on a consolidated basis in accordance with GAAP, are less than 5.0% of Consolidated Total Assets. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet (if such website address has been identified to the Administrative Agent) or the website of the SEC; or (ii) on which such documents are delivered by the Borrower to the Administrative Agent to be posted on the Borrower’s behalf on IntraLinks/or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including the SEC) or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such change has occurreddocuments and provide to the Administrative Agent by electronic mail electronic versions (i.e., specifying the effect soft copies) of such change on documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. The Borrower acknowledges and agrees that all financial statements accompanying furnished pursuant to paragraphs (a), (b) and (e) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.01(c) and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such certificate;paragraph (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to delivery thereof).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within ninety (90) 90 days after the end of each fiscal year of the Borrower, the (i) its audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 KPMG 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided thatapplied and (ii) the Borrower's unaudited consolidating balance sheet and related statement of operations as of the end of and for such year, both certified by one of its Financial Officers as presenting fairly in all material respects the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent financial condition and the Lenders the report results of operations of the Borrower to and the SEC Subsidiaries on Form 10-K for the applicable fiscal yeara consolidating basis in accordance with GAAP consistently applied; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the its unaudited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearyear and its unaudited consolidating balance sheet and statement of operations for the same period, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its the Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01Article VII, 6.02(iii) setting forth reasonably detailed calculations demonstrating the calculation of the Applicable Rate, 6.04, 6.05 and 6.07 and (iiiiv) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower thereof has occurred since the date of the most recent Borrower's audited financial statements delivered pursuant referred to in Section 5.01(a) 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) at least 45 days prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) Keep proper books and records in which true and correct entries shall be made of all financial transactions of or in relation to the Collateral and its business in accordance with GAAP and Borrower shall furnish or cause to be furnished to Agent (for further distribution to the Lenders): (i) within ninety (90) 45 days after the end of each fiscal year of the Borrowerfirst 3 Fiscal Quarters of each Fiscal Year, quarterly unaudited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity with comparisons to the same period in the previous Fiscal Year), all in reasonable detail, fairly presenting, in all material respects, the audited consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows results of the operations and financial condition of Borrower and its Subsidiaries as of the end of and for the Fiscal Quarter then ended together with a customary management discussion of such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearresults; (bii) within forty-five (45) 90 days after the end of each Fiscal Year, audited consolidated financial statements of Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of changes in financial position and statements of shareholders’ equity), and the first three accompanying notes thereto, all in reasonable detail, and the opinion of independent chartered accountants, which accountants shall be an independent accounting firm selected by Borrower (3which opinion shall be unqualified as to going concern and scope of audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from (x) fiscal quarters of each fiscal an upcoming maturity date under this Agreement that is scheduled to occur within one year of from the Borrowertime such report and opinion are delivered or (y) any potential inability to satisfy a financial maintenance covenant, including the financial covenant contained in Section 9.1, on a future date or future period), and shall state that such financial statements have been prepared in accordance with GAAP, and present fairly, in all material respects, the consolidated balance sheet results of operations and related statements financial condition of operations, changes in net assets or stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for the Fiscal Year then ended; (iii) together with each delivery of financial statements pursuant to Sections 7.6(a)(i) and (ii), a duly executed and completed Compliance Certificate duly executed by the chief financial officer of Borrower; (iv) as soon as practicable and in any event no later than 90 days after the end of each Fiscal Year, projections for the Fiscal Year following such fiscal quarter Fiscal Year then ended; (v) as Agent may from time to time reasonably request, and provided that Borrower prepares such information in the ordinary course of business, budgets, forecasts, cash flows and other information respecting the Collateral and the then elapsed portion business of each Credit Party; and (vi) with respect to each calendar month ending on or prior to the earlier of (x) the receipt by the Agent of a duly executed and completed Compliance Certificate pursuant to Section 7.6(a)(iii) (together with the accompanying financial statements required to be delivered pursuant to Section 7.6(a)(i)) with respect to the Fiscal Quarter ending June 30, 2022 demonstrating compliance with Section 9.1 and (y) the end of the fiscal yearDesignated Period, setting forth in within thirty (30) days after the end of each case in comparative form the figures for calendar month (or, or (1) forty-five (45) days in the case of the last month of a Fiscal Quarter or the first month of a Fiscal Year or (2) seventy-five (75) days in the case of the last month of a Fiscal Year; provided that a reasonably detailed summary statement of assets and liabilities or balance sheet, as Liquidity shall be received by the Agent within thirty (30) days of the end offirst month of a Fiscal Year or forty-five (45) the corresponding period or periods days of the previous fiscal year, all certified by last month of such Fiscal Year) a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition summary unaudited consolidated balance sheet and results of operations of profit and loss statements for the Borrower and its Subsidiaries on a consolidated basis as of the end of such calendar month, all in accordance with GAAP consistently appliedreasonable detail, subject to normal year-end audit adjustments and the absence of footnotes; provided thatfairly presenting, in all material respects, the requirements set forth in this clause results of the operations and financial condition of Borrower and its Subsidiaries as of the end of and for the calendar month then ended. (b) may Promptly, after an officer of any Credit Party has obtained knowledge thereof, notify Agent in writing of the details of (i) the institution of any material litigation not previously disclosed by Credit Parties to Agent, or any material development in any material litigation that is reasonably likely to be fulfilled by providing adversely determined, and would, in either case, if adversely determined be reasonably expected to have a Material Adverse Effect; (ii) the occurrence of any Event of Default or Default; or (iii) any other event that could reasonably be expected to have a Material Adverse Effect. (c) Promptly after the sending or filing thereof furnish or cause to be furnished to Agent copies of all reports which it sends to all shareholders generally and copies of all reports and registration statements which it files with any national securities commission or securities exchange, and in any case not otherwise required to be delivered to Agent pursuant hereto. Notwithstanding the foregoing, (i) in the event that Borrower delivers to Agent an Annual Report for Borrower on Form 10-K for such Fiscal Year within ninety (90) days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a)(ii) of this Section to the Lenders the report of the Borrower extent that it does not contain any “going concern” or like qualification, exception or explanatory paragraph or qualification or any exception or explanatory paragraph as to the SEC scope of such audit (other than any such exception or explanatory paragraph, but not a qualification, expressly permitted to be contained therein under clause (a)(ii) of this Section 7.6) and (ii) in the event that Borrower delivers to Agent a Quarterly Report for Borrower on Form 10-Q for such Fiscal Quarter within forty five (45) days after the applicable quarterly period; end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (c) concurrently with any delivery of financial statements under clause (a) or (ba)(i) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;7.6.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerHoldings, the an audited consolidated balance sheet and related statements of operations, changes in net assets or stockholdersshareholders’ equity and cash flows of the Borrower for Holdings and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (if any), all reported on with such audited balance sheet and related consolidated financial statements audited by KPMG 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, except to the extent solely due to the scheduled occurrence of a Maturity Date within one year from the date of such audit or failure to comply with Section 6.12) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerHoldings, the a consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity operations and cash flows of the Borrower for Holdings and its consolidated Subsidiaries 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 statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings 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; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with within five (5) Business Days after any delivery of financial statements under clause (a) or (b) of this Sectionabove, a certificate (a “Compliance Certificate”) of a Financial Officer of the Borrower Holdings (i1) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (2) commencing with the certificate delivered pursuant to clause (b) above for the first full fiscal quarter ending after the Closing Date setting forth (i) a calculation of the Total Net Leverage Ratio as of the last day of the most recent Test Period (ii) a calculation of the First Lien Net Leverage Ratio as of the last day of the most recent Test Period and (iii) a calculation of the Secured Net Leverage Ratio as of the last day of the most recent Test Period and (3) solely in the case of Compliance Certificates accompanying financial statements referred to in clause (a) above, (i) confirming whether the Guarantor Coverage Test is satisfied and setting forth computations thereof in reasonable detail and (ii) setting forth a calculation of Excess Cash Flow with respect to such fiscal year; (d) for any period for which the Unrestricted Subsidiaries, taken together, are reasonably detailed calculations demonstrating anticipated to have had revenues or total assets in an amount that is equal to or greater than 10% of the consolidated revenues or total assets, as applicable, of Holdings and its Restricted Subsidiaries, concurrently with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, if applicable, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements; (e) promptly after any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings or any Restricted Subsidiary, or compliance with Sections 6.01the terms of any Loan Document, 6.02, 6.04, 6.05 and 6.07 and as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent; (iiif) stating whether any material change in GAAP as applied by (or in concurrently with the application of GAAP by) the Borrower has occurred since the date delivery of the most recent audited certificate of a Financial Officer of Holdings under clause (c) above with respect to financial statements delivered pursuant to clause (a) above, a Perfection Certificate Supplement reflecting all changes since the Closing Date or the date of the information most recently received pursuant to this Section 5.01(f), as applicable (or, if there have been no changes to any such schedules since the Closing Date or the previous update required hereby, as applicable, a certification of a Financial Officer of Holdings (which may, at the option of Holdings, be included in the Compliance Certificate) as to the absence of any changes); (g) concurrently with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, the related customary management discussion and analysis; and (h) within five (5) Business Days of receipt of notice thereof by Holdings, if written notice of any announcement by S&P of a change in Holdings’ corporate credit rating. In no event shall the requirements set forth in this Section 5.01 require Holdings, the Borrowers or any of their Restricted Subsidiaries to provide any such change information (i) which constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) which is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that Holdings or a Restricted Subsidiary shall provide notice to the Administrative Agent that information has occurred, specifying not been provided pursuant to this paragraph to the effect extent permitted by Law and not in contravention of such change privilege. Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or be available on the website of the SEC at hxxx://xxx.xxx.xxx; provided that, for the avoidance of doubt, Holdings shall be required to provide copies of the Compliance Certificate. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements accompanying delivered under clause (a) or (b) above shall be restated, the Borrowers shall deliver, promptly after such certificate;restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of Holdings. Holdings and each Borrower hereby acknowledges that (a) the Administrative Agent and the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Holdings and the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings, the Borrowers or their respective Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Holdings and each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders (other than materials made available on the website of the SEC) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Holdings and each Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings, each Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.