Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, and in any event within 95 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company will furnish to the Administrative Agent, Agent (which will make available by means of electronic posting shall distribute such materials to each Lender:): (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without with the opinion of such financial statements not containing (i) a “"going concern” " or like qualification or exception and without or (ii) any qualification or exception as to the scope of such auditaudit that results from restrictions imposed by the Company on the audit procedures carried out by its independent public accountants) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (it being understood that the notes to the financial statements delivered under this paragraph for the fiscal year of the Company ending December 31, 2005, will include pro forma information combining the accounts of the Company and Molson for the period prior to the Combination); (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations income, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (it being understood that the notes to the financial statements delivered under this paragraph for the fiscal quarter of the Company during which the Combination occurs will include pro forma information combining the accounts of the Company and Molson for the period prior to the Combination); (c) within 60 days after the end of Molson's fiscal quarter ending on or about December 31, 2004, the consolidated balance sheet and statements of income, stockholders equity and cash flows of Molson as of and for such fiscal quarter and the portion of the fiscal year then elapsed, all certified by a financial officer of Molson as presenting fairly in all material respects the financial condition and results of operations of Molson and its consolidated Subsidiaries on a consolidated basis in accordance with Canadian generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (d) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred 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 Section 6.11 and 6.05, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and, if the effect of such change shall have been deferred under Section 1.04 for purposes of Section 6.06 or any other provision hereof, reconciling, as applicable, the calculations referred to in clause (ii) above or any calculations required under any other provision with the financial statements delivered under clause (a) or (b) above, and (iv) confirming compliance with the requirements set forth in the definition of "Guarantee Requirement" and attaching a revised form of Schedule 3.13 showing all additions to and removals from the list of Subsidiary Guarantors since the date of the most recently delivered Schedule 3.13 (or confirming that there have been no changes from such most recently delivered Schedule 3.13); (de) 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 or in accordance with the normal commercial practices of such accounting firm); (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 Securities and Exchange Commission 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; (eg) 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; (h) promptly following a the request therefor, any all documentation or and 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 Patriot Act; and (fi) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent, any Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (bthe clauses above or pursuant to Section 5.02(b) and or (d) of this Section shall be deemed to have been delivered on the date on which the Company posts if such information information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s 's website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx xxx.xxxxx.xxx (or at such other address as the appropriate Borrower designated website at xxxx://xxx.xxx.xxx Company shall provide to the Lenders) or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) by the Administrative Agent may, but shall not be obligated to, make available on an IntraLinks or similar site to which the Lenders materials and/or information provided by have been granted access or shall be available on behalf the website of the Borrower hereunder Securities and Exchange Commission at xxxx://xxx.xxx.xxx (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, and a confirming electronic correspondence shall have been delivered or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish caused to receive material non-public information with respect be delivered 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 upon the written request of the Administrative Agent (w) all Borrower Materials providing notice of such posting or availability); provided 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 deliver paper copies of such information to have authorized the Administrative Agent for any Lender that requests such delivery through the Administrative Agent, 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted . Information required to be made available through a portion of the Platform designated “Public Side Information”; and (z) delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationAgent.”

Financial Statements and Other Information. The Company Borrower will, and, until such time as TWE becomes a Guarantor, will cause TWE to, furnish to the Administrative Agent, Documentation Manager at its New York office (which will make available by means of electronic posting distribute copies to each Lender:of the Lenders): (a) as soon as available, and in any event within 95 105 days after the end of each fiscal year of the Companysuch Person, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity (or partnership capital) and cash flows as of the end of and for such year and, with respect to the Borrower only, its unaudited Adjusted Financial Statements for such fiscal year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all and, (i) in the case of the audited financial statements, reported on by Ernst & Young LLP or other independent registered public accounting firm 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 and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) in the case of the Adjusted Financial Statements, certified by one of the Borrower's 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; provided that, so long as no Default has occurred and is continuing, the Borrower shall not be required to furnish Adjusted Financial Statements for any fiscal year if all Unrestricted Subsidiaries of the Borrower (other than any such Unrestricted Subsidiaries that are already treated as equity investments on the Borrower's financial statements) on a combined basis would not have constituted a Material Subsidiary of the Borrower for such fiscal year; (b) as soon as available, and in any event within 50 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Companysuch Person, its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity (or partnership capital) and cash flows and, with respect to the Borrower only, its Adjusted Financial Statements as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of the Borrower's Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, so long as no Default has occurred and is continuing, the Borrower shall not be required to furnish Adjusted Financial Statements for any fiscal quarter if all Unrestricted Subsidiaries of the Borrower (other than any such Unrestricted Subsidiaries that are already treated as equity investments on the Borrower's financial statements) on a combined basis would not have constituted a Material Subsidiary of the Borrower for such fiscal quarter; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 Sections 6.01, 6.02, 6.03 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC or with any national securities exchange, or distributed by the Company Borrower or any of its Subsidiaries to its shareholders security holders generally, as the case may be; be (eother than registration statements on Form S-8, filings under Sections 16(a) promptly following a request therefor, any documentation or other information that a Lender reasonably requests in order 13(d) of the Exchange Act and routine filings related to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actemployee benefit plans); and (fe) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Documentation Manager or any Lender through the Administrative Agent, may reasonably request, request (it being understood that the Company may require Borrower shall not be required to provide any Lender receiving information or documents which are subject to confidentiality provisions the nature of which prohibit such information to confirm in writing its confidentiality obligations under Section 11.12disclosure). Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Documentation Manager that such information has been posted on the Company’s Borrower's website on the Internet internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on the signature pages of such notice, at xxx.xxx.xxx or at another website identified in such notice and accessible by the appropriate Lenders without charge; provided that the Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that shall deliver paper copies of the reports and financial statements referred to in paragraphs (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”b) and (bd) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect this Section 5.01 to the Borrower Documentation Manager or its Affiliates, or the respective securities of any of the foregoing, and Lender who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (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,” requests the Borrower shall be deemed to have authorized deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent, and the Lenders to treat Documentation Manager or 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 11.12); (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 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 InformationLender.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements statement of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements and its statement of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 Sections 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (fd) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Parent or any Subsidiaryof its subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, available and in any event within 95 100 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers, LLP or other independent registered public accounting firm accountants of recognized national standing selected by Borrower (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 and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, available and in any event within 50 55 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 6.06 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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 Company Borrower or any Subsidiary with the Securities and Exchange Commission 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 Borrower to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered ; and (g) with each financial report submitted pursuant to paragraphs (aSections 5.01(a) and 5.01(b), a separate report describing (bi) the names of each Significant Subsidiary as of the date of the balance sheet set forth in such report and of each Subsidiary (dor former Subsidiary) of this Section shall be deemed to have been delivered listed on the date on which the Company posts last such information report but not on the Company’s website on current report, along with the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx computation by which Borrower determined that each such Subsidiary (or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx former Subsidiary) did or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that did not constitute a Significant Subsidiary, (aii) the Administrative Agent mayname, but shall not be obligated toaddress, make available form and state of organization of each Subsidiary that became a Significant Subsidiary since the date of Borrower's latest such report, (iii) the Indebtedness of each Significant Subsidiary listed on such report, and each Lien 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 which any of the foregoingassets of each such Significant Subsidiary were subject, as of the date of such report, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request (iv) as of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichdate of such report, 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, 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 total outstanding Indebtedness 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 11.12); (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 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 InformationBorrower's Subsidiaries.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting Agent (with copies to be provided to each Lender:Lender by the Administrative Agent): (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of Staples (or, if earlier, within 15 days after the Companydate required to be filed with the SEC, giving effect to any extension permitted by the SEC), (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear and a management discussion and analysis, discussing and analyzing the results of operations for Staples for such fiscal year (it being understood that the Borrower shall be permitted to satisfy the requirements of this clause (i) by furnishing to the Administrative Agent Staples’ annual report on Form 10-K (or any successor form), and all reported on supplements or amendments thereto, as filed with the SEC) and (ii) with respect to such consolidated financial statements a report thereon by independent Ernst & Young LLP or another registered public 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 in all material respects the financial condition and results of operations of Staples and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by such accountant; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of Staples (or, if earlier, within 10 days after the Companydate required to be filed with the SEC, its unaudited giving effect to any extension permitted by the SEC), the consolidated balance sheet and related statements of operations and cash flows of Staples as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal yearyear and a management discussion and analysis, discussing and analyzing the results of operations for Staples for such fiscal quarter. The Borrower shall be permitted to satisfy the requirements of this Section 5.01(b) by furnishing to the Administrative Agent Staples’ quarterly report on Form 10-Q (or any successor form), and all certified by supplements or amendments thereto, as filed with the SEC; (c) concurrently with any delivery of financial statements under clause (a) or (b) above after the Acquisition Effective Date, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D (each, a “Compliance Certificate”) (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Staples and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; , (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (iii) certifying as to whether a Default or an Event Default has occurred and, if a Default or an Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 thereto and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such any material 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 concurrently with any national securities exchangerequired delivery of financial statements under clause (a) above, or distributed by a copy of the Company plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement in form reasonably satisfactory to its shareholders generally, as the case may beAdministrative Agent) of Staples for each fiscal quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (e) promptly following a request thereforconcurrently with any delivery of financial statements under clause (a) or (b) above after the Acquisition Effective Date, any documentation the related consolidated financial statements reflecting the adjustments to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements referred to in clause (a) 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(b); and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Staples or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent, ) may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another 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, provided, however, that each Public Lender shall identify at least one employee who may receive material non-public information with respect to the Loan Parties or their securities. The Borrower hereby agrees that upon the written request it will use commercially reasonable efforts to identify that portion of the Administrative Agent Borrower Materials that may be distributed to the Public Lenders and that (w) all such 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, 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 11.12); (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 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.”the

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, available and in any event within 95 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower’s Annual Report on Form 10-K) after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or another registered independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any material 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 position, results of operations and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, available and in any event within 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower’s Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such fiscal quarter and related statements of income for such fiscal quarter (other than in the case and of the statements of income and cash flows) and flows for the then elapsed portion of the such 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 (x) compliance with Section 6.11 6.08(c) and (y) the Borrower’s ratio under Section 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the CompanyBorrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Subsidiary Loan Party’s (and, prior to the Borrowing Base Date, Holding’s and any of its subsidiaries’) name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) or (c) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements (i) stating whether they obtained knowledge during the course of their examination of such financial statements of any Default and (ii) confirming the calculations set forth in the officer’s certificate delivered simultaneously therewith pursuant to clause (c)(ii) above (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within three Business Days after the end of each fiscal month of the Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or the Subsidiaries disposed or the consideration received therefor was greater than $10,000,000; (f) within 14 Business Days after the end of each fiscal month of the Borrower, a Borrowing Base Certificate showing the Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer; provided that a Borrowing Base Certificate shall be delivered by the Borrower to the Administrative Agent and each Lender within four Business Days after the end of a fiscal week of the Borrower if at any time during such fiscal week the Revolver Availability is less than or equal to $200,000,000 (with the amount with respect to Eligible Inventory stored at distribution centers included in the Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso being the amount computed as of the close of business on the last day of the Borrower’s most recent fiscal month for which such amount is available, which computation shall be completed within 14 Business Days after the end of each fiscal month of the Borrower); (g) no later than 60 days following the end of each fiscal year of the Borrower (or, in the reasonable discretion of the Administrative Agent, no later than 30 days thereafter), forecasts for the Borrower and its Consolidated Subsidiaries of (i) quarterly consolidated balance sheet data and related consolidated statements of income and cash flows for each quarter in the next succeeding fiscal year and (ii) consolidated balance sheet data and related consolidated statements of income and cash flows for each of the five fiscal years immediately following such fiscal year (but excluding any fiscal year ending after 2013); (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC, or with any national securities exchange, or distributed by the Company Borrower to its shareholders generally, as the case may be; (e) 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 (fi) promptly following any request therefor, such other information regarding the operationsfinancial condition, business affairs, assets and financial condition or identity of the Company Borrower or any Subsidiary, or compliance with the terms of any Senior Loan Document, as the Administrative any Agent, or at the request of any Lender through the Administrative AgentLender, may reasonably request, it being understood that the Company may require including any Lender receiving such information to confirm in writing its confidentiality obligations under be provided pursuant to Section 11.129.17. Information required to be delivered pursuant to paragraphs clauses (a), (b) and (dh) of this Section shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Lenders that such information has been posted on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such notice and accessible by the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges Lenders without charge; provided that (ai) the Administrative Agent may, but shall not such notice may be obligated to, make available included in a certificate delivered pursuant to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder clause (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”c) and (bii) 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 upon the written request of the Administrative Agent (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, 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion deliver paper copies of the Platform designated “Public Side Information”; information referred to in clauses (a), (b) and (zh) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationLender which requests such delivery.”

Financial Statements and Other Information. (a) The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting Agent (for delivery to each Lender:): (ai) as soon as available, available and in any event within 95 90 days after the end of each fiscal year of the CompanyFiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by independent PricewaterhouseCoopers LLC or another “registered public accounting firm firm” as defined in Section 2 of recognized national standing the Xxxxxxxx-Xxxxx Act of 2002 (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit except as permitted by the Exchange Act and the regulations promulgated thereunder) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) as soon as available, available and in any event within 50 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyFiscal Year, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such Fiscal Quarter and the related statements of income and cash flows for such Fiscal Quarter and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearsuch 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 balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Officer as presenting fairly in (x) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations and cash flows recurring unless otherwise disclosed) necessary for a fair presentation of the Company results for the period covered and its consolidated Subsidiaries on a consolidated basis (y) having been prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence applicable rules of footnotesthe SEC; (ciii) concurrently with any each delivery of financial statements under clause (ai) or (b) aboveii), a certificate of a Financial Officer (ix) certifying as to whether a Default has occurred and is continuing 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, (iiy) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 6.03 and Section 6.04 and (iiiz) stating whether identifying any change change(s) in GAAP or in the application thereof has occurred that have become effective since the date of of, and have had an effect on, the CompanyBorrower’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate); (div) promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission or with any national securities exchangeSEC, or distributed by any Governmental Authority succeeding to any or all of the Company to its shareholders generally, as functions of the case may beSEC; (ev) promptly following a request therefor, written notice of any documentation change in the Borrower’s Senior Debt Ratings by either Xxxxx’x 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 ActS&P; and (fvi) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any SubsidiaryBorrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (aSection 5.01(a)(i), (bSection 5.01(a)(ii) and (dor Section 5.01(a)(iv) of this Section shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Administrative Agent that such information has been posted on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on the signature pages hereof, at xxx.xxx/xxxxx/xxxxxxxx.xxx or at another website identified in such notice and accessible by the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges Lenders without charge; provided that (ai) such notice may be included in a certificate delivered pursuant to Section 5.01(a)(iii) and (ii) the Borrower shall deliver paper copies of the information referred to in Section 5.01(a)(i), Section 5.01(a)(ii) and Section 5.01(a)(iv) to the Administrative Agent may, but shall not be obligated to, make available for any Lender which requests such delivery. (b) The Borrower will furnish to the Lenders materials and/or information provided Administrative Agent and each Lender prompt written notice of the following: (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or on behalf before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that, if adversely determined, would reasonably be expected to result in a Material Adverse Change; (iii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Change; and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Change. Each notice delivered under this subsection shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower hereunder (collectively, “Borrower Materials”) by posting setting forth the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain details of the Lenders (each, a “Public Lender”) may have personnel who do not wish event or development requiring such notice and any action taken or proposed to receive material non-public information be taken 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationthereto.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its the audited consolidated balance sheet and related statements of operationsincome, stockholders’ equity and cash flows of the Borrower as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public accounting firm accountants of recognized national international 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 and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis Borrower in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated the balance sheet and related statements of operations income, stockholders’ equity and cash flows of the Borrower as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Senior Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis Borrower 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) aboveof this Section, a certificate of a Financial Senior Officer of the Borrower (i) certifying as to whether 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 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 of the Borrower as at the end of and for the prior fiscal year 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (fd) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or Borrower (not including any Subsidiary, information with respect to the Company) or compliance with the terms of any this Agreement, the other Loan DocumentDocuments, or the Senior Finance Documents, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish furnish, or cause to be furnished, to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) within 15 days after filing same with the Securities and Exchange Commission (“SEC”), copies of each annual report on Form 10-K, quarterly report on Form 10-Q and report on Form 8-K (or any successor or substitute forms) that the Borrower is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as soon as availableamended, and any successor statute (the “Exchange Act”); (b) if the Borrower is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, promptly after becoming available and in any event within 95 105 days after the end close of each fiscal year of the Company, its Borrower (i) the audited consolidated balance sheet sheets of the Borrower and related its consolidated Subsidiaries as at the end of such year and (ii) the audited consolidated statements of operationsincome, stockholders’ equity and cash flows as flow of the end of Borrower and its consolidated Subsidiaries for such year, year setting forth in each case setting forth in comparative form the corresponding figures for the previous preceding fiscal year, all reported on by independent registered public 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) which report shall be to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis have been prepared in accordance with GAAP consistently appliedGAAP; (bc) as soon as availableif the Borrower is not subject to Section 13 or 15(d) of the Exchange Act, promptly after their becoming available and in any event within 50 60 days after the end close of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its (i) the unaudited consolidated balance sheet sheets of the Borrower and related statements of operations and cash flows its consolidated Subsidiaries as of at the end of such quarter and (ii) the unaudited consolidated statements of income, equity and cash flow of the Borrower for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearquarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all of the foregoing certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis Borrower to have been prepared in accordance with GAAP consistently applied, subject to normal changes resulting from year-end audit adjustments adjustment and accompanied by a written discussion of the absence financial performance and operating results, including the major assets, of footnotes;the Borrower for such quarter; and (cd) concurrently with any delivery within 60 days after the end of financial statements under clause (a) or (b) aboveeach fiscal quarter of each fiscal year of the Borrower, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit F (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Information6.07.”

Financial Statements and Other Information. The Company ------------------------------------------- Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, and setting forth, commencing with the fiscal year ended December 31, 1999, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Coopers & Xxxxxxx, LLP, or other independent registered public accounting firm 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, and setting forth, commencing with the fiscal quarter ended March 31, 1999, in each case setting forth 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 a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 Sections 6.11, 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s Borrower's audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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); provided that no such certificate shall be required if the Borrower has used its best efforts to obtain the same and such accountants are unwilling to provide such a certificate and other independent certified public accountants of recognized national standing are unwilling to provide such a certificate; (e) as soon as practicable, and in any event within 60 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, 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 Holdings, the Company Borrower or any Subsidiary with the Securities and Exchange Commission 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) 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 (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of Holdings, the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower Group Companies will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, within one hundred and in any event within 95 twenty (120) days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related the annual financial statements of operations, stockholders’ equity the Borrower and cash flows its consolidated Subsidiaries (which may be in the form of consolidating financial statements used as part of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public 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 audited consolidated financial statements present fairly in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedFLL); (b) as soon as available, and in any event within 50 ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its the unaudited consolidated balance sheet and related statements of operations of the Borrower and cash flows its Subsidiaries and the balance sheets and related statements of operations of the Borrower and each of its Subsidiaries as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearyear (which may be in the form of consolidating statements used as part of the unaudited consolidated quarterly financial statements of FLL), setting forth, for fiscal quarters occurring after the first fiscal year of the Borrower commencing on or after the Effective Date, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsheets, as of the end of) the corresponding period or periods of the previous fiscal yearyear (to the extent such figures are available), all certified by a Financial Officer in an Officer’s Certificate of Borrower (or Servicer) as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesPersons being reported upon; (c) concurrently with promptly upon becoming aware or having Knowledge thereof, notice in writing of any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatePrepayment Event; (d) promptly after upon the same become publicly availableoccurrence of (i) any ERISA Event that, copies of all periodic and other reports, proxy statements and other materials filed by the Company alone or any Subsidiary with the Securities and Exchange Commission or together with any national securities exchangeother ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect or distributed by (ii) any event (other than an event occurring in the Company ordinary course) that, alone or together with any other such events that have occurred, could reasonably be expected to its shareholders generally, as the case may be; (e) promptly following result in liability in respect of a request therefor, any documentation or other information Foreign Plan that would have 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 ActMaterial Adverse Effect; and (fe) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any SubsidiaryBorrower Group Company, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent, or any Lender through the Administrative Agent, Agent may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as the annual report of the end of and for such year, in each case setting forth in comparative form Borrower on Form 10-K filed by the figures for Borrower with the previous fiscal year, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedSEC; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as the quarterly report of the end of and for such fiscal quarter (other than in Borrower on Form 10-Q filed by the case of Borrower with the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSEC; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing as of the date of such Compliance Certificate 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) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 6.01, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, copies of all periodic annual reports on Form 10-K, all quarterly reports on Form 10-Q, all reports on Form 8-K and other reportsall proxy statements, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC, or with any national securities exchange, or distributed by the Company Borrower to its shareholders generally, as the case may be; (e) promptly following after the end of each calendar quarter (but in any event, on or prior to the date of delivery of the financial statements under clause (a) or (b) above), a request thereforschedule of the Net Asset Value of the investment companies and accounts managed by the Borrower and its Subsidiaries on the last day of such calendar quarter and certain other information, in such form and substance as may be reasonably satisfactory to the Administrative Agent; (f) promptly, and in any documentation event within five (5) Business Days after receipt thereof by the Borrower or any of its Subsidiaries, copies of each notice or other information that a Lender reasonably requests correspondence received from the SEC (or comparable agency in order any applicable non-U.S. jurisdiction) concerning any non-routine investigation or possible non-routine investigation or other non-routine inquiry by such agency regarding financial or other operational results of the Borrower or any of its Subsidiaries; (g) promptly after the receipt thereof, copies of any notice of default from any holder of debt securities of the Borrower or any of its Subsidiaries pursuant to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsany indenture, including the USA PATRIOT Actloan or credit or similar agreement; and (fh) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information Documents required to be delivered pursuant to paragraphs (a), (b), (d) and (de) of this Section 5.01 (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Administrative Agent and/or the Lenders, as required, as the case may be, that such information documents have been posted on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 9.01 or at such other website address listed in such notice and accessible by the appropriate Administrative Agent and the Lenders without charge (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower designated website at xxxx://xxx.xxx.xxx with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or xxxx://xxxxxxxxxx.xxxmaintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, ClearPar or another 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 upon the written request of the Administrative Agent (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 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 11.129.12); (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 Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “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 Company Borrower will furnish to the Administrative Agent, which will make available by means the Borrowing Base Agent (in the case of electronic posting to paragraph (f) below) and each Lender: (a) as soon as available, available and in any event within 95 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower’s Annual Report on Form 10-K) after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or another registered independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any material 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 position, results of operations and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, available and in any event within 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower’s Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such fiscal quarter and related statements of income for such fiscal quarter (other than in the case and of the statements of income and cash flows) and flows for the then elapsed portion of the such 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 (x) compliance with Section 6.11 6.08(c) and (y) the Borrower’s ratio under Section 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the CompanyBorrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Subsidiary Loan Party’s name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) or (c) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements (i) stating whether they obtained knowledge during the course of their examination of such financial statements of any Default and (ii) confirming the calculations set forth in the officer’s certificate delivered simultaneously therewith pursuant to clause (c)(ii) above (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within three Business Days after the end of each fiscal month of the Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or the Subsidiaries disposed or the consideration received therefor was greater than $10,000,000; (f) within 14 Business Days after the end of each fiscal month of the Borrower, a Borrowing Base Certificate showing the Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer; provided that a Borrowing Base Certificate shall be delivered by the Borrower to the Administrative Agent, the Borrowing Base Agent and each Lender within four Business Days after the end of a fiscal week of the Borrower if at any time during such fiscal week the Revolver Availability is less than or equal to $200,000,000 (with the amount with respect to Eligible Inventory, Eligible Accounts Receivable and Eligible Credit Card Accounts Receivable included in the Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso, being the amount computed as of the close of business on the last day of the Borrower’s most recent fiscal week for which such amount is available, which computation shall be completed within four Business Days after the end of each fiscal week of the Borrower); (g) no later than 60 days following the end of each fiscal year of the Borrower (or, in the reasonable discretion of the Administrative Agent and the Borrowing Base Agent, no later than 30 days thereafter), forecasts for the Borrower and its Consolidated Subsidiaries of (i) quarterly consolidated balance sheet data and related consolidated statements of income and cash flows for each quarter in the next succeeding fiscal year, (ii) consolidated balance sheet data and related consolidated statements of income and cash flows for each of the five fiscal years immediately following such fiscal year (but excluding any fiscal year ending after 2013) and (iii) month-end Revolver Availability for each of the 12 months in the next succeeding fiscal year; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC, or with any national securities exchange, or distributed by the Company Borrower to its shareholders generally, as the case may be; (e) 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 (fi) promptly following any request therefor, such other information regarding the operationsfinancial condition, business affairs, assets and financial condition or identity of the Company Borrower or any Subsidiary, or compliance with the terms of any Senior Loan Document, as the Administrative any Agent, or at the request of any Lender through the Administrative AgentLender, may reasonably request, it being understood that the Company may require including any Lender receiving such information to confirm in writing its confidentiality obligations under be provided pursuant to Section 11.129.17. Information required to be delivered pursuant to paragraphs clauses (a), (b) and (dh) of this Section shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Lenders that such information has been posted on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such notice and accessible by the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges Lenders without charge; provided that (ai) the Administrative Agent may, but shall not such notice may be obligated to, make available included in a certificate delivered pursuant to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder clause (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”c) and (bii) 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 upon the written request of the Administrative Agent (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, 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion deliver paper copies of the Platform designated “Public Side Information”; information referred to in clauses (a), (b) and (zh) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationLender which requests such delivery.”

Financial Statements and Other Information. The Company Credit Parties will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and but in any event within 95 no later than the earlier of(x) 90 days after the end of each fiscal year of the Credit Parties and (y) the date the Holding Company, its audited consolidated balance sheet and related 's financial statements of operationsthe type referred to in clause (i) below are required to be filed with the Securities and Exchange Commission: (i) consolidated and consolidating statements of income, stockholders’ equity retained earnings and cash flows of the Credit Parties for such fiscal year and the related consolidated and consolidating balance sheets of the Credit Parties as of at the end of and for such fiscal year, setting forth in each case setting forth in comparative form the corresponding consolidated and consolidating figures for the previous preceding fiscal year, all reported on by , (ii) an opinion of independent registered certified public accounting firm 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) stating that said consolidated financial statements referred to in the preceding clause (i) fairly present the consolidated financial condition and results of operations of the Credit Parties as at the end of, and for, such fiscal year in accordance with GAAP, and a statement of such accountants to the effect that, in making the examination necessary for their opinion, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section 7.9, insofar as such Section relates to accounting matters, (iii) a certificate of a Financial Officer of the Borrower stating that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Credit Parties, in each case in accordance GAAP consistently applied, as at the end of, and for, such fiscal year, and (iv) to the extent that the Borrower is at such time subject to an obligation to file with the Securities and Exchange Commission the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act" and the applicable rules under the Exchange Act and otherwise in accordance with the requirements of the Xxxxxxxx-Xxxxx Act and the Exchange Act, certifications of each of the chief executive officer and chief financial officer of the Borrower substantially similar in form and substance to such required certifications, including a certification that (A) said consolidated financial statements referred to in the preceding clause (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, and (B) such consolidated financial statements fairly present fairly in all material respects the financial condition and condition, results of operations and cash flows of the Company and the consolidated Subsidiaries Credit Parties on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied; (b) as soon as available, and available but in any event within 50 no later than the earlier of (x) 45 days after the end of each of the first three fiscal quarters of each fiscal year the Credit Parties and (y) the date the Holding Company's financial statements of the Company, its unaudited type referred to in clause (i) below are required to be filed with the Securities and Exchange Commission: (i) consolidated balance sheet and related consolidating statements of operations income, retained earnings and cash flows as of the Credit Parties for such period and for the period from the beginning of the respective fiscal year to the end of such period, and for such fiscal quarter (other than in the case related consolidated and consolidating balance sheets of the statements Credit Parties as at the end of cash flows) and the then elapsed portion of the fiscal yearsuch period, setting forth in each case setting forth in comparative form the corresponding consolidated and consolidating figures for the corresponding period or periods of in Credit Parties' strategic plan for such period and for the corresponding period in the preceding fiscal year (orexcept that, in the case of balance sheets, such comparison shall be to the balance sheetlast day of the prior fiscal year), (ii) a certificate of a Financial Officer of the Borrower, which certificate shall state that said consolidated financial statements referred to in the preceding clause (i) fairly present the consolidated financial condition and results of operations of the Credit Parties and that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Credit Parties, in each case in accordance with generally accepted accounting principles, consistently applied, as of at the end of, and for, such period (subject to normal year-end audit adjustments and the omission of footnotes), and (iii) to the previous fiscal yearextent that the Borrower is at such time subject to an obligation to file with the Securities and Exchange Commission the certifications required pursuant to the Xxxxxxxx-Xxxxx Act and the applicable rules under the Exchange Act and otherwise in accordance with the requirements of the Xxxxxxxx-Xxxxx Act and the Exchange Act, all certified by certifications of each of the chief executive officer and chief financial officer of the Borrower substantially similar in form and substance to such required certifications, including a Financial Officer as presenting certification that (A) said consolidated financial statements referred to in the preceding clause (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, and (B) such financial statements fairly present in all material respects the financial condition and condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available and in any event within 30 days after the end of each month, internally prepared financial statements consisting of consolidated and consolidating statements of income, and cash flows of the Credit Parties for such month and for the period from the beginning of the current fiscal year to the end of such month, and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such month setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in Credit Parties' strategic plan for such period; (d) concurrently with any delivery of financial statements under clauses (a) and (b) above, a Compliance Certificate; (e) as soon as available, but in any event no later than 45 days after the end of each fiscal year of the Credit Parties, a Pricing Certificate; (f) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) accounting firm that reported on such financial statements stating whether any change in GAAP or in they obtained knowledge during the application thereof has occurred since the date course of the Company’s audited their examination of such financial statements referred of any Default (which certificate may be limited to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateextent required by accounting rules or guidelines); (dg) as soon as available and in any event within 30 days after the beginning of the fiscal year of the Borrower, consolidated and consolidating statements of forecasted income for the Credit Parties for each fiscal month in such fiscal year and a forecasted consolidated and consolidating balance sheets of the Credit Parties, together with supporting assumptions which were reasonable when made, as at the end of each fiscal month, all prepared in good faith in reasonable detail and consistent with the Borrower's and the Borrower's past practices in preparing projections and otherwise reasonably satisfactory in scope to the Administrative Agent; (h) promptly after the same become publicly available, copies of all registration statements, regular periodic and other reports, proxy reports and statements and other materials filed by the Holding Company or any Subsidiary Credit Party 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, exchange or distributed market quotation system and copies of all press releases by the Holding Company to its shareholders generally, as the case may beor any Credit Party; (ei) promptly following a request thereforupon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy or information statements so mailed; (j) promptly upon the Administrative Agent's request, for each publication for which audits are regularly prepared by any documentation Credit Party (i) audits of the magazine subscriptions for each of the publications of the Credit Parties as of December 31 and June 30 each year performed by either Audit Bureau of Circulations or Business Publications Audit of Circulation, Inc. and (ii) audits of the membership subscriptions for the Credit Parties as of December 31 and June 30 each year; (k) promptly upon the Administrative Agent's request, the Borrower shall deliver to the Administrative Agent tapes, disks or other storage media containing the then- current subscription and membership lists and other data bases maintained by each of the Credit Parties, together with the technical specifications for how to read such information, all in form reasonably satisfactory to the Administrative Agent which may include the requirement that the Borrower request that each of its and its Subsidiaries' fulfillment houses furnish such information regarding the Credit Parties' subscription lists as are maintained by such fulfillment houses; provided, however, that the Administrative Agent shall not divulge such information to any Person prior to the occurrence of an Event of Default; provided, further however, that after the occurrence and during the continuation of an Event of Default, the Administrative Agent may use that information for any lawful purpose (including a Lender reasonably requests sale of one or more data bases), provided that the Administrative Agent acts in order a commercially reasonable fashion in making such use, but the Administrative Agent shall have no obligation to comply make any such use of such information unless directed to do so by the Required Senior Lenders; (l) promptly after delivery of the same to the Paying Agent, copies of all notices of redemption, payment instructions, officer's certificates, and other similar documents delivered to the Paying Agent under the Holding Company Notes Indenture in connection with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actany redemption of Holding Company Notes; and (fm) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any SubsidiaryCredit Party, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and they are available but in any event within 95 120 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operationsearnings, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche, LLP or other independent registered public accounting firm 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 and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) above or (except as to clause (ii) of this paragraph (b)) aboveclause (c) or (d) below, a certificate of a Financial Officer of the Company (i) certifying as to whether 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 Section 6.11 6.04 and (iii) stating whether any change in GAAP or SAP, as the case may be, or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (dc) promptly within 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the same become publicly availableend of each year, copies the annual Statutory Statement of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with for such year, certified by one of its Financial Officers as presenting fairly in all material respects the Securities and Exchange Commission or with any national securities exchange, or distributed by financial position of the Company to its shareholders generally, as the case may befor such year in accordance with SAP; (ed) promptly following a request thereforwithin 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the end of each of the first three quarterly periods of each year, any documentation or other information that a Lender reasonably requests the quarterly Statutory Statement of the Company for such period, certified by one of its Financial Officers as presenting fairly in order to comply all material respects the financial position of the Company for such period in accordance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActSAP; and (fe) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young, LLP or other independent registered public accounting firm 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit E, (i) certifying as to whether 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 Section 6.11 Sections 7.09(a), (b), (c), (d) and (e) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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 Company Borrower or any Subsidiary with the Securities and Exchange Commission 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 Borrower to its shareholders generally, as the case may be; (ef) promptly following upon determination that any Subsidiary has become a request thereforMaterial Subsidiary, (i) a Subsidiary Guaranty duly executed by such Material Subsidiary, (ii) a Pledge Agreement duly executed by the Borrower (or any applicable Subsidiary) granting the Administrative Agent and/or Collateral Agent a perfected first priority Lien on and evidencing all of the issued and outstanding Equity owned by the Borrower (or any applicable Subsidiary) of such Material Subsidiary, together with such certificates, financing statements and other Property as necessary to perfect the Administrative Agent's and/or Collateral Agent's Lien in such Equity, and (iii) such resolutions, member or partner consents, certificates, legal opinions and such other related documents as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent; (g) promptly after such delivery or receipt, copies of any financial or other report or notice delivered to, or received from, any documentation holders of Senior Unsecured Notes, which report or other information that notice has not been delivered to the Lenders hereunder; (h) within five (5) days of the Effective Date, a Lender reasonably requests in order certificate of a Financial Officer of the Borrower certifying as to comply with its ongoing obligations under applicable “know your customer” the amount of the ICR Capex Exclusion Amount (and anti-money laundering rules and regulations, including each component thereof) as of the USA PATRIOT ActEffective Date after giving effect to the Closing Transactions; and (fi) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception emphasis paragraph 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited condensed consolidated balance sheet and related statements of operations earnings and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X (and accordingly, subject to normal year-end audit adjustments such statements will not include all of the information and the absence of footnotesfootnotes required by GAAP for complete financial statements); (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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) identifying the Restricted Joint Ventures and setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 Sections 6.06, 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section 5.01 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, in connection with their audit, anything came to their attention that caused them to believe that the Borrower had failed to comply with the terms, covenants, provisions or conditions of Sections 6.06, 6.07 and 6.08; (e) promptly after the same become publicly available, copies of all periodic annual and other reportsquarterly reports to shareholders, proxy statements and other materials filed by the Company or any Subsidiary with reports to the Securities and Exchange Commission on Form 10-K, Form 10-Q, Form 8-K or with any national securities exchangesuccessor form, proxy statements and registration statements (other than those relating only to employee benefit plans) filed or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following a request therefor, Borrower or 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 ActSubsidiary; and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and but in any event within 95 no later than the earlier of (x) 90 days after the end of each fiscal year of the Company, Company and (y) the date the financial statements for the Company and its audited Subsidiaries referred to in clause (i) below are required to be filed with the Securities and Exchange Commission: (i) consolidated balance sheet and related consolidating statements of operationsincome, stockholders’ equity retained earnings and cash flows of the Company and its Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) for such fiscal year and the related consolidated and consolidating balance sheets of the Company and its Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) as of at the end of and for such fiscal year, setting forth in each case setting forth in comparative form the corresponding consolidated and consolidating figures for the previous preceding fiscal year, all reported on by ; and (ii) an opinion of independent registered certified public accounting firm 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 stating that the effect that such 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 and cash flows of the Company and its Subsidiaries (and of the consolidated Subsidiaries on a consolidated basis Company and its Restricted Subsidiaries, as the case may be) as at the end of, and for, such fiscal year in accordance with GAAP consistently appliedgenerally accepted accounting principles; (b) as soon as available, and but in any event within 50 no later than the earlier of (x) 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, Company and (y) the date the financial statements for the Company and its unaudited Subsidiaries referred to in clause (i) below are required to be filed with the Securities and Exchange Commission: (i) consolidated balance sheet and related consolidating statements of operations income, retained earnings and cash flows as of the Company and its Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and for such fiscal quarter (other than in the case related consolidated and consolidating balance sheets of the statements of cash flows) Company and its Subsidiaries (and, if the Company then elapsed portion has any Unrestricted Subsidiaries separately stated, of the fiscal yearCompany and its Restricted Subsidiaries) as at the end of such period, setting forth in each case setting forth in comparative form the corresponding consolidated and consolidating figures for the corresponding period or periods of in the preceding fiscal year (orexcept that, in the case of balance sheets, such comparison shall be to the balance sheet, as last day of the end of) the previous prior fiscal year, all certified by a Financial Officer as presenting ), (ii) certifications of the chief financial officer of the Company that the consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the financial condition and condition, results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied, subject to normal year-year end audit adjustments and the absence of certain footnotes; (c) concurrently with any delivery of notwithstanding that the financial statements are in fact delivered, on or prior to each date on which financial statements are required to be delivered under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and 7.09, (iii) identifying in reasonable detail any Restricted Payments made by the Company or any of its Restricted Subsidiaries during the period covered by the applicable financial statements to enable Holdings to pay Qualified Holdings Obligations, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 4.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (v) a calculation of the Cumulative Credit (in reasonable detail) as of the last day of the period covered by such financial statements; (d) [Reserved]; (e) promptly after the same become publicly available, copies of all registration statements, regular periodic reports and other reports, proxy statements and other materials press releases filed by the Company or any Subsidiary with the Securities and Exchange Commission 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 Company to its shareholders generally, as the case may be; (ef) promptly following a request thereforupon the mailing thereof to the shareholders of the Company generally or to the holders of the Senior Subordinated Notes, the New Senior Subordinated Notes or Senior Notes (or any documentation Permitted First Lien Notes or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” Refunding Indebtedness) generally, copies of all financial statements, reports and anti-money laundering rules and regulations, including the USA PATRIOT Actproxy statements so mailed; and (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish furnish, or cause to be furnished to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, Promptly after becoming available and in any event within 95 120 days after the close of each fiscal year of the Borrower, on EXXXX or by transmission or delivery in accordance with Section 9.01, (i) the audited consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such year and (ii) the audited consolidated statements of income, equity and cash flow 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, on EXXXX or by transmission or delivery in accordance with Section 9.01, (i) the unaudited consolidated balance sheet 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 of the Borrower and its consolidated subsidiaries for such quarter, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all of the foregoing certified by a Financial Officer of the Borrower to have been prepared in accordance with GAAP subject to normal changes resulting from year-end adjustments; and (c) Within 60 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter Borrower (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or120 days, in the case of the balance sheet, as last fiscal quarter of the end of) the previous a fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above), a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit E (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Information6.07.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 120 days after the end of each fiscal year of the CompanyFiscal Year, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Consolidated Financial Statements as of the end of such Fiscal Year including financial position, comprehensive income, changes in equity and direct cash flows for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by EY Servicios Profesionales de Auditoría y Asesorías SPA. or other independent registered public accounting firm 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 and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis being prepared in accordance with GAAP consistently appliedIFRS; and (ii) a schedule of all long-term Indebtedness between any of the Borrower and/or any of its Subsidiaries outstanding as of the end of such Fiscal Year; (b) as soon as available, and in any event within 50 60 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyFiscal Year, its unaudited consolidated balance sheet and related statements of operations and cash flows Consolidated Financial Statements as of the end of such Fiscal Quarter including financial position, comprehensive income, changes in equity and direct cash flows for such Fiscal Quarter and for such fiscal quarter (other than in the case of the statements of cash flows) and the then then-elapsed portion of the fiscal yearsuch 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 balance sheetstatements of financial position, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesFiscal Year; (ci) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (ix) certifying as to whether a whether, to the best knowledge of such Financial Officer, no Default has occurred and, if a Default has occurred, specifying the details thereof and (y) stating that such financial statements have been prepared in accordance with IFRS and present fairly in all material respects the consolidated (if applicable) financial condition of the Persons covered thereby at the date of the statements of financial condition and the consolidated (if applicable) results of the operations of such Persons for the period covered thereby subject to normal year-end adjustments and the absence of footnotes in the case of clause (b), and (ii) at the time of the delivery of the financial statements provided for in Section 5.01(a), a certificate of a Financial Officer of the Borrower listing Subsidiaries as at the end of the Fiscal Year covered in such financial statements; (d) within five Business Days after obtaining knowledge thereof, (i) a notice of the occurrence of any Default, together with a statement of a Financial Officer setting forth the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance a notice of any litigation or governmental proceeding pending with Section 6.11 and (iii) stating whether respect to any change in GAAP Loan Document or in the application thereof that has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may behad a Material Adverse Effect; (e) promptly following within 10 Business Days after the occurrence of a request thereforMandatory Prepayment Event, any documentation or other information that a Lender reasonably requests notice of the occurrence of such Mandatory Prepayment Event describing in order to comply with its ongoing obligations under applicable “know your customer” reasonable detail the facts and anti-money laundering rules and regulations, including the USA PATRIOT Act; andcircumstances giving rise thereto; (f) promptly following (but in any request thereforevent within five Business Days) upon the Borrower obtaining knowledge thereof, notice of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; and (g) from time to time, such other information regarding or documents (financial or otherwise) relating to the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan DocumentBorrower and its Subsidiaries, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Guarantor will furnish (or, in the case of paragraphs (g), (h) and (i), Borrower will furnish) to the Administrative Agent, which Agent at its New York office (who will make available by means of electronic posting distribute copies to each Lender:): (a) as soon as available, and in any event within 95 105 days after the end of each fiscal year of Time Warner (commencing with the Companyfiscal year ending December 31, 2015), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year and its unaudited Adjusted Financial Statements for such fiscal year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all and, (i) in the case of the audited financial statements, reported on by Ernst & Young LLP or other independent registered public accounting firm 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 Time Warner and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) in the case of the Adjusted Financial Statements, certified by one of Time Warner’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Time Warner and the consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that (x) so long as no Event of Default has occurred and is continuing, Time Warner shall not be required to furnish Adjusted Financial Statements for any fiscal year if all Unrestricted Subsidiaries (other than any such Unrestricted Subsidiaries that are already treated as equity investments on Time Warner’s financial statements) on a combined basis would not have constituted a Material Subsidiary for such fiscal year and (y) in no case shall Borrower be required to deliver any financial statements of Guarantor to any Lender; (b) as soon as available, and in any event within 50 60 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTime Warner, its unaudited consolidated balance sheet and related statements of operations operations, stockholders’ equity and cash flows and its unaudited Adjusted Financial Statements as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of Time Warner’s Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Time Warner 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 so long as no Event of Default has occurred and is continuing, Time Warner shall not be required to furnish Adjusted Financial Statements for any fiscal quarter if all Unrestricted Subsidiaries (other than any such Unrestricted Subsidiaries that are already treated as equity investments on Time Warner’s financial statements) on a combined basis would not have constituted a Material Subsidiary for such fiscal quarter; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Time Warner (i) certifying as to whether 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 Section 6.11 Sections 6.01, 6.02(a) and 6.03(a) and (j) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 3.04, which has not been previously disclosed by Time Warner pursuant to this paragraph (c), 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 Time Warner with the Securities and Exchange Commission SEC or with any national securities exchange, or distributed by the Company Time Warner to its shareholders security holders generally, as the case may bebe (other than registration statements on Form S-8, filings under Section 16(a) or 13(d) of the Exchange Act and routine filings related to employee benefit plans); (e) promptly following a request therefor, any documentation or other information that a Lender reasonably requests in order notice delivered to comply with its ongoing obligations the administrative agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition Section 5.02 of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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.”Time Warner Credit Agreement;

Financial Statements and Other Information. The Company Borrower ------------------------------------------- will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, available and in any event within 95 100 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers, LLP or other independent registered public accounting firm accountants of recognized national standing selected by Borrower (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 and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, available and in any event within 50 55 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the ----------------- Borrower (i) certifying as to whether 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 Section 6.11 6.06 and (iii) ------------ stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of ------------ such change on the financial statements accompanying such certificate; (d) 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 Company Borrower or any Subsidiary with the Securities and Exchange Commission 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 Borrower to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered ; and (g) with each financial report submitted pursuant to paragraphs (aSections 5.01(a) ---------------- and 5.01(b), a separate report describing (bi) the names of each Significant ----------- Subsidiary as of the date of the balance sheet set forth in such report and of each Subsidiary (dor former Subsidiary) of this Section shall be deemed to have been delivered listed on the date on which the Company posts last such information report but not on the Company’s website on current report, along with the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx computation by which Borrower determined that each such Subsidiary (or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx former Subsidiary) did or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that did not constitute a Significant Subsidiary, (aii) the Administrative Agent mayname, but shall not be obligated toaddress, make available form and state of organization of each Subsidiary that became a Significant Subsidiary since the date of Borrower's latest such report, (iii) the Indebtedness of each Significant Subsidiary listed on such report, and each Lien 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 which any of the foregoingassets of each such Significant Subsidiary were subject, as of the date of such report, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request (iv) as of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichdate of such report, 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, 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 total outstanding Indebtedness 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 11.12); (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 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 InformationBorrower's Subsidiaries.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as As soon as available, and but in any event within 95 not later than 90 days after the end close of each fiscal year of year, for the CompanyConsolidated Group, its audited financial statements, including a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any exception, or qualification or exception as to arising out of the scope of such the audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results , prepared by Ernst & Young or other independent certified public accountants of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliednationally recognized standing; (b) as As soon as available, and but in any event within 50 not later than 45 days after the end of each of the first three fiscal quarters close of each fiscal year quarter (other than, at the Borrower’s option, the last fiscal quarter of any fiscal year) for the CompanyConsolidated Group, its an unaudited consolidated balance sheet and related statements of operations and cash flows as of the end close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Consolidated Group for such fiscal quarter (other than in the case of the statements of cash flows) period and the then elapsed portion of the fiscal yearyear through the end of such period, 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the Borrower’s chief financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesofficer or chief accounting officer; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer Compliance Certificate (i) certifying as to whether 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 whether the Borrower is in compliance with Section 6.11 Sections 7.06 and 7.11, including an update of Schedule 5.19 listing all of the Unencumbered Projects as of such date, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with the quarterly financial statements required under (b) above, a schedule of the Unencumbered Projects comprising the Unencumbered Project Value, summarizing total revenues, expenses, and Unencumbered Project NOI. (e) promptly after the same become publicly availablefollowing any request thereafter, copies of all periodic and other regular reports, proxy registration statements (without exhibits unless expressly requested by Administrative Agent) and other materials prospectuses and all amendments thereto filed by the Company Trust, the Borrower or any Subsidiary with the Securities and Exchange Commission 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 Trust to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Trust, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request. The Borrower may, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality sole discretion, satisfy its obligations under Section 11.12Sections 6.01(a) and (b) by filing with the SEC Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and such other reports on other forms as may be appropriate at such times and in accordance with the SEC’s rules and the instructions accompanying such forms. Information Documents required to be delivered pursuant to paragraphs (a), Section 6.01(a) or (b) or Section 6.01(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and (d) of this Section if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such information documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 10.02; or at (ii) on which such documents are posted on the appropriate Borrower designated website at xxxx://xxx.xxx.xxx Borrower’s behalf on an Internet or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) intranet website, if any, to which each Lender and the Administrative Agent mayhave access (whether a commercial, but third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall not be obligated to, make available deliver paper copies of such documents to the Lenders materials and/or information provided by Administrative Agent or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 any Lender upon its request 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 deliver such Persons’ securities. The Borrower hereby agrees that upon the paper copies until a written request of to cease delivering paper copies is given by the Administrative Agent or such Lender and (wii) 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, 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be entitled solely responsible for requesting delivery to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion it or maintaining its copies of the Platform not designated “Public Side Informationsuch documents.”

Financial Statements and Other Information. (a) The Company Borrower will furnish to the Administrative Agent, on behalf of each Lender on or before the date on which will make available by means such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days (or, in the case of electronic posting to each Lender: (athe fiscal year ending November 2, 2014, 120 days) as soon as available, and in any event within 95 days after the end of each such fiscal year of the CompanyAT Finance Holdings), its audited consolidated balance sheet and related statements of operationsfinancial position and audited consolidated statements of income, stockholders’ equity and cash flows of AT Finance Holdings as of the end of and for such year, and related notes thereto, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 auditaudit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of AT Finance Holdings and its Subsidiaries as of the Company end of and the consolidated Subsidiaries for such year on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as availableThe Borrower will furnish to the Administrative Agent, and in any event within 50 days after on behalf of each Lender on or before the end of date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of AT Finance Holdings (or, if such financial statements are not required to be filed with the CompanySEC, its on or before the date that is 45 days (or, in the case of the quarter ending July 3, 2014, 60 days) after the end of each such fiscal quarter of AT Finance Holdings), unaudited consolidated balance sheet and related statements of operations financial position and unaudited consolidated statements of income and cash flows of AT Finance Holdings as of the end of and for such fiscal quarter (other than except in the case of the statements of cash flows) and 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 balance sheetstatement of financial position, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition position and results of operations and cash flows of AT Finance Holdings and the Company Subsidiaries as of the end of and its consolidated Subsidiaries for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently Simultaneously with the delivery of each set of consolidated financial statements referred to in paragraphs (a) and (b) above, the Borrower will furnish to the Administrative Agent, on behalf of each Lender (i) the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements and (ii) a certificate of a Responsible Officer setting forth (w) any Indebtedness for borrowed money incurred during the applicable period by AT Finance Holdings, the Borrower or any Subsidiary in a principal amount of $25,000,000 or more in favor a Loan Party, (x) any fee-owned real property with a fair market value of greater than $25,000,000 acquired during the applicable period, (y) a list of names of all Subsidiaries formed or acquired during the applicable period and indicating whether such Subsidiaries are Material Subsidiaries or Immaterial Subsidiaries and (z) any material assets as described in Section 2.12(b) acquired during the applicable period. (d) Not later than five days after any delivery of financial statements under clause paragraph (a) or (b) above, the Borrower will furnish to the Administrative Agent, on behalf of each Lender a certificate of a Financial Officer (i) certifying as to whether 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 in the case of financial statements delivered under paragraph (a) above, beginning with Section 6.11 and the financial statements for the fiscal year of AT Finance Holdings ending November 1, 2015, of Excess Cash Flow for such fiscal year, (iii) stating whether setting forth reasonably detailed calculations in the case of financial statements delivered under paragraph (a) and (b) above, of the First Lien Leverage Ratio for such fiscal quarter and (iv) 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 AT Finance Holdings or any change Subsidiary 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 2.11(b); (e) Not later than 90 days after the commencement of each fiscal year of AT Finance Holdings (or in the application thereof has occurred since case of the fiscal year ending November 2, 2014, on or before the date of that is 120 days at the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect end of such change fiscal year), the Borrower will furnish to the Administrative Agent, on behalf of each Lender a detailed consolidated budget for AT Finance Holdings and its Subsidiaries for such fiscal year (including a projected consolidated statement of profit and loss for such fiscal year and setting forth the financial statements accompanying material assumptions used for purposes of preparing such certificatebudget); (df) promptly Not later than five days after any delivery of financial statements under paragraph (a) or (b) above, to the extent that the Borrower or any Parent Entity is a public company, the Borrower will furnish to the Administrative Agent a narrative discussion and analysis of the financial condition and results of operations of AT Finance Holdings and its Restricted Subsidiaries for the applicable period and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable portions of the previous year; (g) Promptly after the same become publicly available, the Borrower will furnish to the Administrative Agent, on behalf of each Lender copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by the Company Parent or any Subsidiary with the Securities and Exchange Commission SEC or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (eh) 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 (f) promptly Promptly following any request therefor, the Borrower will furnish to the Administrative Agent, on behalf of each Lender such other reasonably available information otherwise prepared by the Borrower regarding the operations, business affairs, assets affairs and financial condition of AT Finance Holdings, the Company Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent on its own behalf or on behalf of any Lender through the Administrative Agent, may reasonably requestrequest in writing. (i) Notwithstanding the foregoing, it being understood that the Company may require any Lender receiving such information to confirm obligations in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (df) of this Section 5.01 may be satisfied with respect to financial information of AT Finance Holdings and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of Parent or any parent thereof filed with the SEC or with a similar regulatory authority in a foreign jurisdiction; provided that to the extent such information relates to a parent of AT Finance Holdings, such information is accompanied by a description that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to AT Finance Holdings, the Borrower and the Restricted Subsidiaries, on a stand-alone basis, on the other hand; and to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm 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 any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (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 a future period). Documents required to be delivered pursuant to Section 5.01(a), (b), (f) and (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of the date (A) on which the Company Borrower posts such information documents, or provides a link thereto, on the CompanyBorrower’s (or Parent’s) website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at (B) on which such documents are posted on the appropriate Borrower’s behalf on IntraLinks/IntraAgency or another 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 designated website at xxxx://xxx.xxx.xxx shall deliver such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or xxxx://xxxxxxxxxx.xxxelectronic mail) of the posting of any such documents and upon its reasonable request, 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 maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 agree that they will, upon the written request Administrative Agent’s reasonable request, identify that portion of the Administrative Agent (w) all Borrower Materials that are may be distributed to be made available to the Public Lenders and that (i) 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; (xii) by marking Borrower Materials “PUBLIC,” 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 (although it may be sensitive and proprietary) with respect to the Borrower or its their respective securities for purposes of United States Federal 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 11.129.12); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (ziv) 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 Company will Borrower shall furnish to the Administrative Agent, which will make available by means of electronic posting Agent (for delivery to each Lender:): (a) as soon as available, available and in any event within 95 90 days after the end of each fiscal year of the CompanyFiscal Year, its audited consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Ernst & Young LLP or other independent registered public accounting firm 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) audit or as to the effect that such consolidated financial statements present Borrower’s or any Material Subsidiary’s continued viability as a ‘going concern’ or similar qualification or exception) as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Company Borrower and the consolidated its Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently appliedgenerally accepted auditing standards; (b) as soon as available, available and in any event within 50 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyFiscal Year, its unaudited consolidated Consolidated balance sheet and related statements of operations and cash flows as of the end of such Fiscal Quarter and the related statements of income and cash flows for such Fiscal Quarter and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearsuch 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 balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Officer as presenting fairly in (i) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations and cash flows recurring unless otherwise disclosed) necessary for a fair presentation of the Company results for the period covered and its consolidated Subsidiaries on a consolidated basis (ii) having been prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence applicable rules of footnotesthe SEC; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and is continuing 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) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 6.11, Section 6.12 and Section 6.13, and (iii) stating whether identifying any change change(s) in GAAP or in the application thereof has occurred that have become effective since the date of of, and have had an effect on, the CompanyBorrower’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate); (d) concurrently with each delivery of financial statements under clause (a) above, a certificate of a Financial Officer identifying any Subsidiary that has been formed or acquired during the Fiscal Year covered by such financial statements; (e) promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission or with any national securities exchangeSEC, or distributed any Governmental Authority succeeding to any or all of the functions of the SEC; provided that any information or document that is required to be furnished by this clause (e) and that is filed with the Company SEC via the XXXXX filing system shall be deemed to its shareholders generally, as the case may bebe furnished; (ef) promptly following a request thereforupon the effectiveness of any material amendment or modification of, or any documentation waiver of the rights of the Borrower or any Material Subsidiary under, the certificate of formation, limited liability company agreement, certificate of incorporation, by-laws 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 regulationsorganizational documents of the Borrower or any Material Subsidiary, including the USA PATRIOT Act; and (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any SubsidiaryBorrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood ; provided that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information or document that is required to be delivered pursuant to paragraphs furnished by any of clauses (a), (b) ), (f), and (dg) of this Section 5.01 and that is filed with the SEC via the XXXXX filing system shall be deemed to have been delivered on be furnished so long as the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) provides to the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower electronic 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion written notice of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch information or document.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent (with sufficient copies for each Lender:): (a) as soon as available, and in any event within 95 110 days after the end of each fiscal year of the CompanyBorrower, its the audited consolidated balance sheet and related statements of operations, 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 setting forth in comparative form the figures for the previous fiscal year, all reported on by Xxxxxx Xxxxxxxx & Company or other independent registered public accounting firm 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 and cash flows of the Company Borrower and the consolidated its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited the consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 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 and cash flows of the Company 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) aboveof this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 Sections 7.01(i) through (m), 7.08 and 7.11, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 4.04 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) of this Section, 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 reportsreports (including, without limitation, reports on Forms 10-Q and 10-K), proxy statements and other materials filed by the Company Borrower or any Subsidiary of its Subsidiaries with the Securities and Exchange Commission 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 Borrower to its shareholders generally or to the holders of any class or issue of securities of the Borrower generally, as the case may be, and promptly upon the receipt thereof by the Borrower, copies of any notices, reports or other communications from any holder of any Preferred Stock or any Senior Subordinated Notes (or any agent or trustee therefor); (ef) promptly upon their becoming available, copies of any and all periodic or special reports filed by the Borrower or any of its Subsidiaries with the FCC or with any other Federal, state or local governmental authority, if such reports indicate any material adverse change in the business, operations, affairs or condition of the Borrower or any of its Subsidiaries or if copies thereof are requested by any Lender or the Administrative Agent, and copies of any and all material notices and other material communications from the FCC or from any other Federal, state or local governmental authority with respect to the Borrower, any of its Subsidiaries or any Station; (g) promptly following a request therefordelivery thereof to or by the Borrower or any of its Subsidiaries, copies of all material notices (including, without limitation, notices of default), financial statements, reports, approvals and other material communications that are received by the Borrower or any documentation of its Subsidiaries from or other information that a Lender reasonably requests in order on behalf of any Material Third-Party Licensee or Affiliate of any Material Third-Party Licensee or furnished by the Borrower or any of its Subsidiaries to comply with its ongoing obligations under applicable “know your customer” and antiany Material Third-money laundering rules and regulations, including the USA PATRIOT Act; andParty Licensee or Affiliate of any Material Third-Party Licensee; (fh) as soon as available and in any event on or before December 31 of each fiscal year, a budget for the next following fiscal year setting forth anticipated income, expense and capital expenditure items for each quarter during such fiscal year; (i) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiaryof its Subsidiaries, any Station (including, without limitation, copies of network affiliation agreements entered into by such Station), any Material Third-Party Licensee or any Person that owns the capital stock (or other equity ownership interest) of any Material Third-Party Licensee, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request; and (j) at the time it furnishes each set of financial statements pursuant to clause (a) or (b) of this Section, it being understood that financial statements (excluding statements of cash flows until the Company Borrower designates an Unrestricted Subsidiary after the date hereof) for each of (i) the Borrower and its Subsidiaries (excluding Unrestricted Subsidiaries) and (ii) the Unrestricted Subsidiaries, in each case having the same scope, detail and information, covering the same periods of time, and accompanied by a corresponding certificate of a senior financial officer of the Borrower and (in lieu of an opinion letter) an audit review letter of independent certified public accountants of recognized national standing, as the case may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be be, as said financial statements delivered pursuant to paragraphs said clause (a) or (b), as though each reference in said clause (a) or (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 and its Subsidiaries" were a reference to "the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system and its Subsidiaries (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, excluding Unrestricted Subsidiaries)" or the respective securities of any of "Unrestricted Subsidiaries", as the foregoing, and who case may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationbe.”

Financial Statements and Other Information. (a) The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting Agent (for delivery to each Lender:): (ai) as soon as available, available and in any event within 95 90 days after the end of each fiscal year of the CompanyFiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by independent PricewaterhouseCoopers LLC or another “registered public accounting firm firm” as defined in Section 2 of recognized national standing the Sxxxxxxx-Xxxxx Act of 2002 (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit except as permitted by the Exchange Act and the regulations promulgated thereunder) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) as soon as available, available and in any event within 50 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyFiscal Year, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such Fiscal Quarter and the related statement of income for such fiscal quarter (other than in the case of the Fiscal Quarter and statements of income and cash flows) and flows for the then elapsed portion of the fiscal yearsuch 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 balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Officer as presenting fairly in (x) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations and cash flows recurring unless otherwise disclosed) necessary for a fair presentation of the Company results for the period covered and its consolidated Subsidiaries on a consolidated basis (y) having been prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence applicable rules of footnotesthe SEC; (ciii) as soon as available and in any event within 30 days after the end of each fiscal month (x) its shipment and average selling price data for such month and for the then elapsed portion of the Fiscal Year and (y) the additional monthly financial information described in (and substantially in the form of) Schedule 5.01, certified as to accuracy by a Financial Officer; (iv) concurrently with any each delivery of financial statements under clause (ai) or (b) aboveii), a certificate of a Financial Officer (ix) certifying as to whether a Default has occurred and is continuing 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, (iiy) setting forth reasonably detailed calculations demonstrating compliance with the applicable provisions of Section 6.11 6.03 and (iiiz) stating whether identifying any change change(s) in GAAP or in the application thereof has occurred that have become effective since the date of of, and have had an effect on, the CompanyBorrower’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate); (dv) no later than 45 days after the beginning of each Fiscal Year, a forecast of the following for each Fiscal Quarter of such Fiscal Year: (A) estimates of operating income, depreciation, EBITDA, interest expense, operating cash flow, Capital Expenditures and cash balances, (B) the amounts expected to be outstanding under the Effective Date Receivables Financing and this Agreement and (C) estimates of Eligible Inventory; (vi) promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission or with any national securities exchangeSEC, or distributed by any Governmental Authority succeeding to any or all of the Company to its shareholders generally, as functions of the case may beSEC; (evii) promptly following a request thereforupon the effectiveness of any material amendment or modification of, or any documentation waiver of the rights of the Borrower or other information that a Lender reasonably requests any of its Subsidiaries under any document evidencing any Permitted Receivables Financing, written notice of such amendment, modification or waiver describing in order to comply with its ongoing obligations under applicable “know your customer” reasonable detail the purpose and anti-money laundering rules and regulations, including substance thereof; (viii) written notice of any change in the USA PATRIOT ActBorrower’s Senior Debt Ratings by either Mxxxx’x or S&P; and (fix) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any SubsidiaryBorrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section 5.01(a) shall be deemed to have been delivered on the date on which the Company posts Borrower provides notice to the Administrative Agent that such information has been posted on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on the signature pages hereof, at hxxx://xxx.xxx/xxxx/searchidea/companysearch_idea.html or at another website identified in such notice and accessible by the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges Lenders without charge; provided that (ai) such notice may be included in a certificate delivered pursuant to Section 5.01(a)(iv) and (ii) the Borrower shall deliver paper copies of the information referred to in Section 5.01(a)(i), Section 5.01(a)(ii) and Section 5.01(a)(vi) to the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 for any of the foregoing, and who may be engaged in investment and other market-related activities with respect to Lender which requests such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationdelivery.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholders’ ' equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception emphasis paragraph 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited condensed consolidated balance sheet and related statements of operations earnings and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor interim financial information and with the instructions to Form 10Q and Article 10 of Regulation S-X (and accordingly, subject to normal year-end audit adjustments such statements will not include all of the information and the absence of footnotesfootnotes required by GAAP for complete financial statements); (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 Sections 6.05 and 6.06 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section 5.01 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company will furnish (i) Borrower shall deliver to the Administrative AgentLender, which will make available by means of electronic posting to each Lender: at Borrower’s sole expense: (a) as soon as available, and in any event within 95 available but no later than forty-five (45) days after the end of each fiscal year quarter, the unaudited consolidated Financial Statements of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and K-Sea for such yearinterim fiscal period, in each case setting forth in comparative form certified by the figures for the previous fiscal yearFinancial Officer of K-Sea, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 available but no later than ninety (90) days after the end of each fiscal year, the audited consolidated Financial Statements of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and K-Sea for such fiscal quarter (other than in the case year, certified by independent certified public accountants acceptable to Lender. All of the statements foregoing shall be in such form and together with such information with respect to the business of cash flows) and the then elapsed portion of the fiscal yearBorrower, as Lender may in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case request as reasonably calculated by Lender to enable it to confirm and prove elements of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition Statements. Borrower shall keep and results of operations maintain its books and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis records in accordance with GAAP GAAP, consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;. (cii) concurrently Concurrently with any delivery of financial statements Financial Statements under clause (a) or (b) above, Borrower shall deliver to Lender a certificate of a Financial Officer of K-Sea (ia) certifying as to whether a Default has occurred since the delivery of the previous such certificate or to the date hereof and, if such a Default has occurred, 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 Section 6.11 Sections 5.2(a), (b), (c) and (iiie) (hereof), and (c) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements Financial Statements referred to in Section 3.04 4.10 or Section 5.1(a) hereof, as applicable, has had a material adverse effect on the Financial Statements accompanying such certificate and, if any such change has occurredso, specifying the effect of such change on the financial statements accompanying such certificate;estimated dollar amount thereof. (diii) promptly Promptly after the same become publicly available, Borrower shall make available (including through electronic availability) to Lender copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission 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) 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 (fiv) promptly Promptly following any request therefor, Borrower shall deliver to Lender such other information regarding the operations, business affairs, assets affairs and financial condition of the Company K-Sea or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company ------------------------------------------- Parent Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyParent Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of such year and for the period since the end of the previous fiscal year (it being understood that, if the Parent Borrower shall have made an election pursuant to the proviso to Section 5.17, the first period for which financial statements are required to be delivered hereunder after such change becomes effective shall be the period beginning April 1 and ending December 31 of the relevant year, and such period may be covered by two separate audits), setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by KPMG, LLP or other independent registered public accounting firm 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 and cash flows of the Company Parent Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (it being understood that delivery of the Parent Borrower's annual report, as filed with the SEC on Form 10-K, shall be adequate to comply with the requirements of this Section 5.01(a) if such report contains the information otherwise required by this paragraph); (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyParent Borrower (other than in respect of the fiscal quarter ended September 30, 2001, which shall be delivered on or before December 15, 2001), its unaudited consolidated balance sheet and related statements of operations operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Parent 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; footnotes (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that delivery of the Company may require any Lender receiving such information Parent Borrower's quarterly financial statements, as filed with the SEC on Form 10-Q, shall be adequate to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) comply with the requirements of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.125.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”);

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, and in any event within 95 ninety (90) days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements statement of operationsincome, stockholders’ cash flow and changes in equity and cash flows as of the end of and for such yearfiscal year of the Borrower, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by its independent registered public accounting firm 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 and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedreview); (b) as soon as available, and in any event within 50 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the CompanyBorrower, its an unaudited condensed consolidated balance sheet and related statements of operations income and cash flows as of the end of and for such fiscal quarter (other than in the case each of the statements first three (3) fiscal quarters of cash flows) each fiscal year of the Borrower and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer the Manager as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries Borrower on a consolidated basis as of, and for, such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesadjustments; (c) concurrently with with, or within ten (10) days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer the Borrower (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 and (iii) stating whether any change in GAAP or 6.09, which certificate shall be substantially in the application thereof has occurred since the date form of the Company’s audited financial statements referred to in Section 3.04 Exhibit F hereto; and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly practicable following any request therefor, such other information regarding the operations, business affairs, assets and (including relevant non-financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, information) as the Administrative Agent, or any Lender through the Administrative Agent, may from time to time reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, exception or exception emphasis 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited condensed consolidated balance sheet and related statements of operations earnings and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X (and accordingly, subject to normal year-end audit adjustments such statements will not include all of the information and the absence of footnotesfootnotes required by GAAP for complete financial statements); (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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) identifying the Restricted Joint Ventures and setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 Sections 6.06 and 6.07 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section 5.01 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, in connection with their audit, anything came to their attention that caused them to believe that the Borrower had failed to comply with the terms, covenants, provisions or conditions of Sections 6.06 and 6.07; (e) promptly after the same become publicly available, copies of all periodic annual and other reportsquarterly reports to shareholders, proxy statements and other materials filed by the Company or any Subsidiary with reports to the Securities and Exchange Commission on Form 10-K, Form 10-Q, Form 8-K or with any national securities exchangesuccessor form, proxy statements and registration statements (other than those relating only to employee benefit plans) filed or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following a request therefor, Borrower or 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 ActSubsidiary; and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company will Borrowers shall furnish to the Administrative Agent, which will make available by means of electronic posting Agent (for delivery to each Lender:): (ai) as soon as available, available and in any event within 95 120 days after the end of each fiscal year of Fiscal Year, the Company, its Parent’s audited consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Xxxxx & Young LLP or other independent registered public accounting firm 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 auditaudit and in accordance with generally accepted auditing standards) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Company Parent and the consolidated its Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) as soon as available, available and in any event within 50 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyFiscal Year, its unaudited consolidated Consolidated balance sheet and related statements of operations and cash flows as of the end of such Fiscal Quarter and the related statements of income and cash flows for such Fiscal Quarter and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearsuch 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 balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Officer as presenting fairly in (A) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations and cash flows recurring unless otherwise disclosed) necessary for a fair presentation of the Company results for the period covered and its consolidated Subsidiaries on a consolidated basis (B) if the Parent is an SEC reporting company (or equivalent under foreign Law), having been prepared in accordance with GAAP consistently appliedthe applicable rules of the SEC (or foreign equivalent) or, subject to normal year-end audit adjustments and the absence of footnotesotherwise, having been prepared in accordance with GAAP; (ciii) concurrently with any each delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Parent (iA) certifying as to whether a Default has occurred and is continuing 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, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 and Section 6.12, (iiiC) stating whether certifying that all representations and warranties of the Credit Parties under Article 3 are true and correct in all material respects as of the date of such certificate, (D) certifying the Leverage Ratio (with accompanying computation thereof in reasonable detail) as of the end of such Fiscal Quarter or Fiscal Year, as the case may be, (E) certifying the Best Rating of each Insurance Subsidiary as of the end of such Fiscal Quarter or Fiscal Year, as the case may be, and (F) identifying any change change(s) in GAAP or in the application thereof has occurred that have become effective since the date of of, and have had an effect in any material respect on, the CompanyParent’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate), unless such change(s) are expressly identified in such financial statements accompanying such certificate; (div) concurrently with each delivery of financial statements under clause (i) above, (A) a certificate of the accounting firm that reported on such financial statements stating whether during the course of their examination of such financial statements they obtained knowledge of any Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (B) a certificate of a Financial Officer identifying any Subsidiary that has been formed or acquired during the Fiscal Year covered by such financial statements; (v) for so long as the Parent is an SEC reporting company (or equivalent under foreign Law), promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Company Parent or any Subsidiary with the Securities and Exchange Commission or with any national securities exchangeSEC, or distributed by any Governmental Authority succeeding to any or all of the Company to its shareholders generally, as functions of the case may beSEC (or foreign equivalent thereof); (evi) promptly following upon the effectiveness of any material amendment or modification of, or any waiver of the rights of a request thereforLoan Party or any Material Subsidiary under, any documentation the certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents of a Loan Party or any Material Subsidiary; (vii) as soon as available and in any event within twenty-five (25) days after the end of each calendar month, a certificate executed by a Financial Officer of the Parent as of the last day of such calendar month setting forth (A) the undrawn amount of each Secured Facility Letter of Credit outstanding on such date, (B) an itemization of the Eligible Collateral securing each such Letter of Credit, and (C) the Collateral Value thereof on such date, (viii) any change in the information provided in the Beneficial Ownership Certification that would result in a Lender reasonably requests change to the list of beneficial owners identified in order to comply with its ongoing obligations under applicable “know your customer” parts (c) or (d) of such certification as soon as possible and anti-money laundering rules and regulationsin no event later than five (5) Business Days after the Borrowers have knowledge of any such change in such information, including the USA PATRIOT Act; and (fix) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiarya Loan Party and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request; provided that for so long as the Parent is an SEC reporting company (or equivalent under foreign Law), it being understood any information or document that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information is required to be delivered pursuant to paragraphs furnished by any of clauses (ai), (b) ii), (vi), and (dvii) of this Section 5.01 and that is filed with the SEC via the XXXXX filing system shall be deemed to have been delivered on be furnished so long as the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) Parent provides to the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower electronic 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 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion written notice of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch information or document.”

Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available by means of electronic posting Agent (who shall promptly furnish a copy to each Lender:): (a) as soon as available, and but in any event within 95 ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accounting firm 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 and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and but in any event within 50 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate substantially in the form of Exhibit H executed by a Financial Officer of the Company (i) certifying as to whether 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 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateSections 6.07; (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 failure to comply with Section 6.07 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly upon receipt thereof, copies of all “management letters” submitted to the Company by the independent public accountants referred to in clause (a) above in connection with each audit made by such accountants; (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 Securities and Exchange Commission 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) 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 (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender (through the Administrative Agent, ) may reasonably request; and (h) concurrently with the delivery thereof pursuant to the terms of the Senior Notes and the Senior Note Indenture, it being understood that copies of any compliance certificate delivered thereunder evidencing compliance with the Company may require any Lender receiving such terms and conditions thereof. Financial statements and other information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (aSections 5.01(a), (b5.01(b) and (d5.01(f) of this Section shall be deemed to have been delivered on the date on which if such statements and information shall have been posted by the Company posts such information on the Company’s its website or shall have been posted on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx Intralinks or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available similar site 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain which all 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationbeen granted access.”

Financial Statements and Other Information. The Company Borrower will furnish to Administrative Agent (and, in the Administrative Agentcase of Sections 8.01(a) through (d) and (k) and (l), which will make available by means of electronic posting to each the VCOC Lender:): (a) as soon as available, available and in any event within 95 45 days after the end of the first three fiscal quarters of each fiscal year (or 60 days, in the case of the fourth fiscal quarter) (or, if later, other than with respect to the fourth fiscal quarter, on the date required to be filed with the Securities and Exchange Commission (after giving effect to any extension granted thereby)), the consolidated (and, to the extent available, consolidating) balance sheets of the Obligors as of the end of such quarter, and the related consolidated (and to the extent available, 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 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 90 days after the end of each fiscal year (or, if later, on the date required to be filed with the Securities and Exchange Commission (after giving effect to any extension granted thereby)), the consolidated (and to the extent available, consolidating) balance sheets of Borrower and its Subsidiaries as of the Companyend of such fiscal year, its audited and the related consolidated balance sheet and related (and, to the extent available, consolidating) statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such fiscal year, prepared in each case accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, all reported on accompanied by a report and opinion thereon of BPM LLP or another firm of independent registered certified public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception reasonably acceptable to Administrative Agent, which report and without any qualification or exception as to opinion shall be prepared in accordance with generally accepted auditing, and in the scope case of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results statements, certified by a Responsible Officer of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedBorrower; (c) [reserved]; (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 material issues 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, and but in any no event within 50 later than seventy-five (75) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures a consolidated financial forecast for Borrower and its Subsidiaries for the corresponding period or periods following three fiscal years (and to the extent available, five fiscal years), including forecasted consolidated balance sheets, consolidated statements of (orincome, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations shareholders’ equity and cash flows of the Company 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 footnotesSubsidiaries; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (dg) promptly after the same become publicly availableare released, 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may bepress releases; (eh) promptly, and in any event within five Business Days after receipt thereof by an Obligor, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which an Obligor 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 a Administrative Agent’s request thereforat any time, proof of Borrower’s compliance with Section 10.01; (k) within five (5) days of any documentation meeting of Borrower’s board of directors, copies of all materials distributed in such meeting; provided that any such material may be redacted by Borrower to exclude information if Borrower reasonably determines that access to such information could waive the attorney-client privilege between Borrower and its counsel or other information that a Lender reasonably requests in order such materials relate to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actrefinancing of Loans; and (fl) promptly following within five (5) days of delivery, copies of all statements, reports and notices (including board kits) made available to Borrower’s board of directors or to holders of Borrower’s Equity Interests; provided that any request therefor, such other material may be redacted by Borrower to exclude information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (bi) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available relating to the Lenders materials and/or (including Borrower’s strategy regarding the Loans), whether in their respective capacities as Lenders or as holders of the Warrants, or (ii) if Borrower reasonably determines that access to such information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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’s board of directors by Lenders could waive the attorney-client privilege between Borrower or and 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationcounsel.”

Financial Statements and Other Information. The Company MetLife will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) (i) as soon as available, but not later than 60 days (or such other period as may be prescribed under the Securities Exchange Act of 1934, as amended, and in any event within 95 days the rules and regulations of the SEC thereunder) after the end of each fiscal year of MetLife, copies of MetLife’s annual report on Form 10-K as filed with the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and SEC for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public accounting firm of recognized national standing ; and (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 and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (bii) as soon as available, but not later than 40 days (or such other period as may be prescribed under the Securities Exchange Act of 1934, as amended, and in any event within 50 days the rules and regulations of the SEC thereunder) after the end of each of the first three fiscal quarters of each fiscal year of MetLife, copies of MetLife’s quarterly report on Form 10-Q as filed with the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and SEC for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearquarter, in each case setting forth 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 a an appropriate Financial Officer as presenting fairly in all material respects being the financial condition complete and results of operations and cash flows correct copies of the Company statements on such forms furnished by MetLife to the SEC, it being understood that, in each case, the Administrative Agent shall be entitled to rely on any certification pursuant to Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, by the chief financial officer of MetLife that accompanies such annual 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 footnotesquarterly reports; (cb) concurrently with any delivery of financial statements under clause (a) above or (except as to clause (ii) of this paragraph (b)) aboveclause (c) or (d) below, a certificate of a Financial Officer of MetLife (i) certifying as to whether 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 Section 6.11 Sections 7.04 and 7.05 and (iii) stating whether any change in GAAP or SAP, as the case may be, or in the application thereof has occurred since the date of the Company’s audited most recently delivered financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (c) within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the end of each year, the annual Statutory Statement of the Company for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial position of the Company for such year in accordance with SAP; (d) promptly within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the same become publicly availableend of each of the first three quarterly periods of each year, copies the quarterly Statutory Statement of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with for such period, certified by one of its Financial Officers as presenting fairly in all material respects the Securities and Exchange Commission or with any national securities exchange, or distributed by financial position of the Company to its shareholders generally, as the case may befor such period in accordance with SAP; (e) promptly following within five days after any change in a request thereforDebt Rating for a Borrower, 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 Actnotice of such change; and (f) within ten days after knowledge of the occurrence of any ERISA Event, a description of such ERISA Event; and (g) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company MetLife or any Subsidiaryof its Material Subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information Documents required to be delivered pursuant to paragraphs Section 4.04 or Section 6.01 (a)to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, (b) and (d) of this Section shall be deemed to have been delivered on the date (i) on which the Company posts Borrowers post such information documents, or provides a link thereto on the Company’s Borrowers’ website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 10.02; or at (ii) on which such documents are posted on the appropriate Borrower designated Borrowers’ 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 at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxxwhether sponsored by the Administrative Agent); provided that: the Borrowers shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the certificate required by Section 6.01(b) to the Administrative Agent. Except for such certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent may, but shall not be obligated to, and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 Borrowers 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 Borrowers hereby agrees agree that upon the written request of the Administrative Agent (wi) 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; (xii) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower Borrowers or its their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.1210.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.”

Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event within 95 ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification 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 and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of duly completed Compliance Certificate signed by a Financial Officer of the Company (i) certifying as to whether 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 Section 6.11 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 (other than otherwise disclosed in the materials delivered pursuant to clauses (a) and (b)) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [intentionally omitted]; (e) [intentionally omitted]; (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 Securities and Exchange Commission SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following 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 (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information Documents required to be delivered pursuant to paragraphs (aSection 5.01(a), (b) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC or made available on the Company’s website) may be delivered electronically and (d) of this Section if so delivered, shall be deemed to have been delivered on the date on which such documents are posted by the Company posts such information or on the Company’s behalf on an Internet or intranet website on (including the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) Company’s website), if any, to which each Lender and the Administrative Agent mayhave access (whether a commercial, but third-party website or whether sponsored by the Administrative Agent); provided that: the Company shall not be obligated to, make available deliver copies of such documents 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (w) all Borrower Materials or any Lender that are requests the Company to be made available deliver such copies until a written request to Public Lenders cease delivering copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Company shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that required to provide copies (including by telecopy or electronic mail) of the word “PUBLIC” shall appear prominently on the first page thereof; (xCompliance Certificates required by Section 5.01(c) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent. Except for such Compliance Certificates, 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 11.12); (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 shall be entitled have no obligation to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion request the delivery or to maintain copies of the Platform not designated “Public Side Informationdocuments referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.”

Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available by means of electronic posting Agent for distribution to each Lender: (a) as soon as available, and the same is available but in any event within 95 ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accounting firm 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 and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and the same is available but in any event within 50 forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 75 days of the commencement of each fiscal year of the Company, projected consolidated balance sheets, income statements and cash flow statements of the Company and its consolidated Subsidiaries for such fiscal year; (e) promptly after the same become publicly available, copies of all periodic 10-Ks, 10-Qs and other reports, proxy statements and other materials 8-Ks filed by the Company or any Subsidiary with the Securities and Exchange Commission 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 the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information Documents required to be delivered pursuant to paragraphs clauses (a), (b) and or (de) of 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 Company posts such information documents, or provides a link thereto on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address <xxx.xxxxxxxxxx.xxx>; (ii) on which such documents are posted on the Company’s behalf on IntraLinks™ or at a substantially similar electronic platform, if any, to which each Lender and the appropriate Borrower designated Administrative Agent have access (whether a commercial, third-party website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges whether sponsored by the Administrative Agent); or (iii) 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 (awhich may be by facsimile or electronic mail) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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, such documents and who may be engaged in investment and other market-related activities with respect provide to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent by electronic mail electronic versions (wi.e., soft copies) all Borrower Materials that are to be made available to Public Lenders of such documents. Notwithstanding anything contained herein, in every instance the Company shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that required to provide paper or electronic copies of the word “PUBLIC” shall appear prominently on the first page thereof; compliance certificates required by clause (xc) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed of this Section 5.01 to have authorized the Administrative Agent, 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 11.12); (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 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 Company Holdings and the Borrower will furnish to the Joint Lead Arrangers and the Administrative Agent, which will make available by means on behalf of electronic posting to each Lender: (a) on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, as soon as available, available and in any event within 95 on or before the date that is 120 days after the end of each fiscal year of the CompanyHoldings), its audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, stockholders’ equity and cash flows of Holdings, the Borrower and the Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception (other than an exception or explanatory paragraph, but not a qualification, solely with respect to, or resulting solely from, any potential inability to satisfy the Financial Performance Covenant in a future date or period of due to the impending maturity of any Indebtedness under this Agreement) 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 as of the end of and for such year and results of operations and cash flows of the Company Holdings and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (b) commencing with the financial statements for the fiscal quarter ending September 30, 2015, as soon as available, available and in any event within 50 days after on or before the end of date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of Holdings (or, if such financial statements are not required to be filed with the SEC, as soon as available and in any event, on or before the date that is 60 days after the end of each such fiscal year quarter of the CompanyHoldings), its unaudited consolidated balance sheet and related unaudited consolidated statements of operations and comprehensive income and cash flows of Holdings, the Borrower and the Subsidiaries as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of Holdings, the Company Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision; (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer (a “Compliance Certificate”) (i) certifying as to whether 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 compliance (A) beginning with Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date delivery of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying for the fiscal quarter ending nearest September 30, 2015, of Consolidated EBITDA, the Available Amount, the First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio and the Total Net Leverage Ratio for the Test Period most recently ended and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending nearest December 31, 2015, of Excess Cash Flow for such certificatefiscal year; (de) not later than 90 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for Holdings, the Borrower and the Subsidiaries, a detailed consolidated budget for Holdings, the Borrower and the Subsidiaries for such 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 setting forth the material assumptions used for purposes of preparing such budget); (f) promptly after the same become publicly available, copies of all periodic and other reportsany proxy statements, proxy financial statements and other materials filed by or reports that the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company Borrower has made generally available to its shareholders generallyin their capacities as such; copies of any regular, as periodic and special reports or registration statements or prospectuses that the case may beBorrower files with the SEC or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by the Borrower to the public concerning material changes to or developments in the business of the Borrower; (e) 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 (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of Holdings, the Company Borrower or any Subsidiaryof the Restricted Subsidiaries (including, without limitation, officer’s certificates and the amount of the Available Amount at any time), or compliance with the terms of any Loan Document, as the Administrative Agent, Agent on its own behalf or on behalf of any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm request in writing its confidentiality obligations under Section 11.12writing. Information Documents required to be delivered pursuant to paragraphs (a)Section 5.01 may be delivered electronically and if so delivered, (b) and (d) of this Section shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such information documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 9.01 (or at otherwise notified pursuant to Section 9.01(d)); or (ii) on which such documents are posted on behalf of the appropriate Borrower designated on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxxwhether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon their reasonable request until a written notice to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and upon its reasonable request, 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 maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, and/or the Joint Bookrunners will 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request it will use commercially reasonable efforts to identify that portion of the Administrative Agent Borrower Materials that may be distributed to the Public Lenders and that (w) all the 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 Joint Bookrunners, the Issuing Bank and the Lenders to treat such the 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 the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.129.12); (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 the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower (i) acknowledges and agrees that the financial information required to be delivered pursuant to Section 5.01(a), (b), (c) and (d) shall be treated as if marked “PUBLIC” for purposes of this paragraph and (ii) shall be under no obligation to xxxx any other Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Company Parent will furnish to the Administrative Agent, which will make available by means on behalf of electronic posting to each Lender: (a) (i) so long as soon as availableParent is subject to periodic reporting obligations under the Exchange Act, within five Business Days of each date Parent is required to file with the SEC an Annual Report on Form 10-K for any fiscal year of Parent (giving effect to any extension of such date available under paragraph (b) of Rule 12b-25 under the Exchange Act), and in any event (ii) otherwise, within 95 90 days after the end of each fiscal year of the CompanyParent, its audited consolidated balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows as of the end of and for such fiscal year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on audited by and accompanied by the opinion of Ernst & Young LLP or another registered independent registered public 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 in all material respects the financial condition position and results of operations and cash flows of the Company Parent and the consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal year in accordance with GAAP consistently appliedGAAP; (b) (i) so long as soon as availableParent is subject to periodic reporting obligations under the Exchange Act, within five Business Days of each date Parent is required to file with the SEC a Quarterly Report on Form 10-Q for any fiscal quarter of Parent (giving effect to any extension of such date available under paragraph (b) of Rule 12b-25 under the Exchange Act), and in any event (ii) otherwise, within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyParent, its unaudited consolidated balance sheet and related consolidated statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of Parent as presenting fairly in all material respects the financial condition position and results of operations and cash flows of Parent and the Company 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; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Parent (i) certifying as to whether 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 Section of the ratios set forth in Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 that has had a material effect thereon 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 a Financial Officer of Parent certifying as to the identity of each Material Subsidiary existing at the date of 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 Company Parent or any Subsidiary with the Securities and Exchange Commission 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 the Company Parent to its shareholders generally, as the case may be; (ef) promptly following after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(i)(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 Parent or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, Parent or the applicable ERISA Affiliate shall promptly make a request therefor, any documentation for such documents and notices from such administrator or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” sponsor and anti-money laundering rules shall provide copies of such documents and regulations, including the USA PATRIOT Actnotices promptly after receipt thereof; and (fg) promptly following after any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Parent or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent (on its own behalf or at the request of any Lender through the Administrative Agent, Lender) may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered if such information (including, in the case of certifications required pursuant to clause (b) above, the certifications accompanying any such quarterly report pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002), or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on IntraLinks or a similar site to which the Lenders have been granted access or shall be available on the date on which website of the Company posts such information on 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 Company’s website on Administrative Agent. In the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that event any financial statements delivered under clause (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders above shall be restated, Parent shall deliver, promptly after such restated financial statements become available, revised completed certificates referred to in clause (each, a “Public Lender”c) may have personnel who do not wish to receive material non-public information above 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 periods covered thereby that give effect to such Persons’ securities. The Borrower hereby agrees that upon the written request restatement, signed by a Financial Officer of the Administrative Agent (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, 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 11.12); (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 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 InformationParent.”

Financial Statements and Other Information. The Company Borrower will furnish or caused to be furnished to the Administrative Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, and in any event within 95 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of year, the Company, its unaudited consolidated and consolidating balance sheet sheets and related statements of operations income and cash flows showing the financial condition of the Borrower and its Subsidiaries, as of the end close of and for such fiscal quarter (other than in and the case results of the statements of cash flows) its operations during such fiscal quarter and the then elapsed portion of the fiscal year, in each case setting forth 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 a its Financial Officer as fairly presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis materially in accordance with GAAP consistently applied(but without footnotes), subject to normal year-end audit adjustments adjustments; (b) within 30 days after the end of each month (exclusive of any month that is the last month of a quarter), abbreviated monthly and year-to-date consolidated and consolidating balance sheets and related statements of income and cash flows, showing in reasonable detail the financial condition of the Borrower and its Subsidiaries, as of the close of such month and the absence results of footnotes;its operations during such month and the then elapsed portion of the fiscal year, all certified by its Financial Officer as fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries; and (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether containing either a certification that no Default has occurred and, if a or Event of Default has occurredexists or, specifying the details nature of each such Default or Event of Default, the nature and status thereof and any action taken take or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 and certifying that there have been no changes to the jurisdiction of organization nor legal name of the Borrower (iiiexcept as permitted under the Loan Documents) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be last Compliance Certificate delivered pursuant to paragraphs this Credit Agreement and (aiii) containing either a certification that there has been no change to the information disclosed in the Schedules to the Security Agreement or, after the delivery of the first certification delivered pursuant to this Section 6.1(c), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts as previously certified, or, if so, specifying all such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationchanges.”

Financial Statements and Other Information. The Company Parent Borrower will furnish to the Administrative Agent, which will make available by means on behalf of electronic posting to each Lender, the following: (a) as soon as availablebeginning with the fiscal year ending August 26, 2022 and in any event within 95 thereafter, on or before the date that is 120 days after the end of each such fiscal year of the CompanyParent Borrower (or on or before such later date on which such financial statements are permitted to be filed with the SEC), its an audited consolidated balance sheet and related audited consolidated statements of operations, cash flows and changes in members’ or stockholders’ equity and cash flows of the Parent Borrower as of the end of and for such year, and related notes thereto, setting forth, beginning with the fiscal year ending August 25, 2023, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accounting firm 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 auditaudit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness, (B) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries, (C) any actual or potential inability to satisfy a financial maintenance covenant in any period and/or (D) a change in accounting principles or practices reflecting a change in GAAP and required or approved by such independent public accountants)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Parent Borrower and its Subsidiaries as of the consolidated Subsidiaries end of and for such year on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as availablecommencing with the financial statements for the fiscal quarter ending February 25, and in any event within 50 2022, on or before the date that is 60 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyParent Borrower (or on or before such later date on which such financial statements are permitted to be filed with the SEC), its an unaudited consolidated balance sheet and related unaudited consolidated statements of operations and cash flows of the Parent Borrower as of the end of and for such fiscal quarter (other than except in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearyear and, commencing with the financial statements for the fiscal quarter ending February 24, 2023, 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition position and results of operations and cash flows of the Company Parent Borrower and its consolidated the Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related consolidating financial information reflecting adjustments, if any, necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five Business Days after the delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 (x) reasonably detailed calculations demonstrating compliance with Section 6.11 the Financial Performance Covenants and (iiiy) stating whether any change in GAAP or unless the ECF Percentage is zero percent (0%), reasonably detailed calculations in the application thereof has occurred since the date case of the Company’s audited financial statements referred to in Section 3.04 anddelivered under paragraph (a) above, if any such change has occurred, specifying the effect of such change on beginning with the financial statements accompanying for the fiscal year of the Parent Borrower ending August 25, 2023, of Excess Cash Flow for such certificatefiscal year; (de) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by the Company either Borrower or any Subsidiary of its Restricted Subsidiaries with the Securities and Exchange Commission SEC or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (fg) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Parent Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative AgentAgent on its own behalf or on behalf of any Lender may reasonably request in writing. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Parent Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of Parent Borrower (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Parent Borrower (or any direct or indirect parent of Parent Borrower); provided that to the extent such information relates to a parent of the Parent Borrower, such information is accompanied by summary narrative information (which need not be audited) describing in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Parent Borrower and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm 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” qualification or any qualification or exception as to the scope of such audit (other than with respect to, or resulting from, (i) an upcoming maturity date of any Lender through Indebtedness, (ii) the Administrative Agentactivities, may reasonably requestoperations, it being understood that the Company may require financial results, assets or liabilities of any Lender receiving Unrestricted Subsidiaries, (iii) any actual or potential inability to satisfy a financial maintenance covenant in any period and/or (iv) a change in accounting principles or practices reflecting a change in GAAP and required or approved by such information to confirm in writing its confidentiality obligations under Section 11.12independent public accountants). Information Documents required to be delivered pursuant to paragraphs (aSection 5.01(a), (b) and ), (c), (d) of this Section or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of the date (A) on which the Company Parent Borrower posts such information documents, or provides a link thereto on the CompanyParent Borrower’s or one of its Affiliates’ website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at (B) on which such documents are posted on the appropriate Parent Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent Borrower designated website at xxxx://xxx.xxx.xxx shall deliver such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent and (ii) the Parent Borrower shall notify the Administrative Agent (by telecopier or xxxx://xxxxxxxxxx.xxxelectronic mail) of the posting of any such documents and upon its reasonable request, 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 maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Parent Borrower hereby acknowledges that (a) the Administrative Agent mayAgent, but shall not be obligated to, the Lead Arrangers and/or the Joint Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent Borrower hereby agrees that it will, upon the written request Administrative Agent’s reasonable request, use commercially reasonable efforts to identify that portion of the Administrative Agent (w) all Borrower Materials that are may be distributed to be made available to the Public Lenders and that (i) 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; (xii) by marking Borrower Materials “PUBLIC,” the Parent Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Joint Bookrunners, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States Federal 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 11.129.12); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (ziv) the Administrative Agent Agent, the Lead Arrangers and the Joint Bookrunners 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.” Other than as set forth in the immediately preceding sentence, the Parent Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”; provided that any financial statements delivered pursuant to Section 5.01(a) or (b) will be deemed “PUBLIC.”

Financial Statements and Other Information. The Company will furnish Borrower has previously furnished to the Administrative Agent, which will make available by means Lenders copies of electronic posting to each Lenderthe following: (a) The audited Consolidated financial statements of the Borrower and AFC and their respective Subsidiaries as soon as availableat December 31, 2001 and in any event within 95 days after the end December 31, 2002, accompanied by reports of each fiscal year of the Company, its audited consolidated balance sheet Borrower's and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by AFC's independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedauditors; (b) as soon as available, and in any event within 50 days after the end of each The Annual Reports of the first three Borrower and AFC on Form 10-K for the fiscal year ended December 31, 2002 (the "2002 FORM 10-K"); (c) The Quarterly Reports of the Borrower and AFC on Form 10-Q for the fiscal quarters of each fiscal year of the Companyended March 31, its unaudited consolidated balance sheet 2003 and related June 30, 2003; and (d) The March 31, 2003 and June 30, 2003 statutory financial statements of operations GAIC, GALIC and cash flows as of RICA. The financial statements (including the end of and for such fiscal quarter notes thereto) referred to in clauses (other than in the case of the statements of cash flowsa), (b) and the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end ofc) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis above have been prepared in accordance with GAAP consistently appliedGAAP, and the financial statements (including the notes thereto) referred to in clause (d) above have been prepared in accordance with applicable statutory accounting principles (in each case, subject to normal year-end audit adjustments and the absence of footnotes; (cfootnotes for interim statements) concurrently with any delivery of and the financial statements under clause (aincluding the notes thereto) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs clauses (a), (b) and (dc) above fairly present the financial condition of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or Persons covered thereby at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) dates thereof and the Administrative Agent may, but shall not be obligated to, make available to results of their operations for the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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 Agentperiods covered thereby, and the Lenders financial statements (including the notes thereto) referred to treat such in clause (d) above present the financial condition of the Persons covered thereby at the dates thereof and the results of their operations for the periods covered thereby in compliance with applicable statutory regulations and guidelines. Neither the Borrower Materials as nor any of its Subsidiaries has any known material contingent liabilities which are not containing any referred to in said financial statements or in the notes thereto. The 2002 Form 10-K (including all of the financial statements and schedules included therein) contains all information which is required to be stated therein in accordance with the Exchange Act, and conforms in all material non-public information with respect respects to the Borrower requirements thereof; and the 2002 Form 10-K did not when filed include any untrue statement of a material fact or its securities for purposes of United States Federal and omit to state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted a material fact which was required to be made available through a portion stated therein or was necessary to make the statements therein not misleading in the light of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationcircumstances in which they were made.”

Financial Statements and Other Information. The Company will furnish (i) Except as set forth in Schedule 6 or reflected in financial statements delivered to the Administrative AgentAgent and the Lenders on or before the date of this Agreement, (A) neither such Obligor nor any of its subsidiaries has, on the date of this Agreement, any material obligation, contingent liability or liability for Taxes, or any long-term lease or unusual forward or long-term exchange transaction, any Hedging Agreement or other financial derivative which will make available is not reflected in those financial statements; and (B) there has been no sale, transfer or other disposition by means such Obligor or any of electronic posting its subsidiaries of any material part of its business or property other than any Permitted Asset Transfer and no purchase or other acquisition of any business or property, including capital stock of any other Person (other than any Borrower or Guarantor), that is material in relation to each Lender:the consolidated financial position of the Obligors at September 30, 2000, as reflected in those financial statements, except, on a date after the date of this Agreement on which this representation is repeated or deemed repeated or required to be true as if then made, for any other acquisition or transfer made after the date of this Agreement which at the time was expressly permitted in or pursuant to this Agreement and reported as required herein to the Agents and the Lenders. (aii) The audited consolidated and unaudited consolidating balance sheets of such Obligor and its subsidiaries as soon as availableof September 30, 2000, and in any event within 95 days after the end of each fiscal year of the Company, its audited related consolidated balance sheet and related consolidating statements of operations, stockholders’ changes in stockholder's equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal yearyear ended on that date, all reported on by independent registered public accounting firm copies of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as which have been furnished to the scope of such audit) to Administrative Agent and the effect that such consolidated financial statements Lenders, fairly present fairly in all material respects the consolidated financial condition of such Obligor and its consolidated subsidiaries as at such date, and the results of their operations and their retained earnings and cash flows of for the Company fiscal year then ended. All such financial statements, including the related schedules and the consolidated Subsidiaries on a consolidated basis notes thereto relating to those financial statements, have been prepared in accordance with GAAP applied consistently applied;throughout the periods involved, except as disclosed therein. (b) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect The operating forecast and cash flow projections of such change on Obligor and its subsidiaries which have been furnished to the financial statements accompanying Lenders have been prepared in good faith under the direction of Authorized Officers of such certificate; (d) promptly after Obligor and the same become publicly available, copies relevant subsidiaries. Those forecasts and projections with respect to such Obligor and its subsidiaries were prepared and presented in good faith based upon facts and assumptions that such Obligor believes to have been reasonable in light of all periodic current and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably requestforeseeable conditions, it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Company may require any Lender receiving control of such information to confirm in writing Obligor and its confidentiality obligations under Section 11.12. Information required to subsidiaries and that no assurance can be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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 given 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, 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 financial results set forth in Section 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to those forecasts and projections will actually be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationrealized.”

Financial Statements and Other Information. The Company (a) (i) Holdings will furnish to the Administrative Agent, on behalf of each Private Lender, beginning with the fiscal year ending December 31, 20162019 and thereafter, on or before the date on which will make available by means of electronic posting such financial statements are required or permitted to each Lender: be filed with the SEC (a) as soon as availableor, and in any event within 95 if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year of Holdings (or, in the Companycase of the fiscal year ended December 31, its 2016, on or before the date that is 120 days after the end of such fiscal year)), audited consolidated balance sheet and related statements of operationsfinancial position and audited consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of Holdings as of the end of and for such year, and related notes thereto, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear (which comparative form may be based on pro forma financial information to the extent any previous fiscal year includes a period occurring prior to the Effective Date), all reported on by Xxxxx & Young LLP, Deloitte LLP or other independent registered public accounting firm 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 auditaudit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of Holdings and its Subsidiaries as of the Company end of and the consolidated Subsidiaries for such year on a consolidated basis in accordance with GAAP consistently applied; provided, that, at the option of Holdings, in lieu of providing such financial statements for the full and (ii) Holdings will furnish to the Administrative Agent, on behalf of each Public Lender, beginning with the fiscal year ending December 31, 2016, Holdings may furnish pursuant to this paragraph (a) both (x)2019 and thereafter, (x) on or before the date that is 225 days after the end of each such fiscal year, audited consolidated statements of financial position and audited consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of Holdings as of the Effective Dateend of and for the period from January 1, 2016 through the Effective Datesuch year, and related notes thereto and (y) audited consolidated statements of financial position and audited consolidated statements of income, comprehensive income, stockholders’ equity, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP, Deloitte 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 any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings as of the Effective Date and for the period from the Effective Date through December 31, 2016, and related notes thereto, in each case that otherwise satisfy the other requirements of this paragraph (a)and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied and (y) on or before the date that is 90 days after the end of each such fiscal year, a certificate of a Financial Officer setting forth (1) the First Lien Leverage Ratio as of the most recently ended Test Period (which may be expressed as a range of no greater than 0.50 to 1.00), (2) GAAP operating income, net income and capital expenditures for such fiscal year and (3) key business highlights for such fiscal year as reasonably determined by the Borrower; (b) as soon as availablecommencing with the financial statements for the fiscal quarter ending June 30, and in any event within 50 days after 2016,March 31, 2019, (i) Holdings will furnish to the end Administrative Agent, on behalf of each Private Lender, on or before the date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of Holdings (or, if such financial statements are not required to be filed with the CompanySEC, its on or before the date that is 45 days after the end of each such fiscal quarter (or, in the case of financial statements for the quarters ended June 30, 2016, September 30, 2016 and March 31, 2017, respectively, on or before the date that is 60 days after the end of such fiscal quarter)), unaudited consolidated balance sheet and related statements of operations financial position and unaudited consolidated statements of income, comprehensive income and cash flows of Holdings as of the end of and for such fiscal quarter (other than except in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, and, commencing with the financial statements for the fiscal quarter ending June 30, 2017, 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 balance sheetstatement of financial position, as of the end of) the previous fiscal yearyear (which comparative form may be based on pro forma financial information to the extent any previous period includes a period occurring prior to the Effective Date), all certified by a Financial Officer as presenting fairly in all material respects the financial condition position and results of operations and cash flows of Holdings and the Company Subsidiaries as of the end of and its consolidated Subsidiaries for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;; and (ii) Holdings will furnish to the Administrative Agent, on behalf of each Public Lender, (x) on or before the date that is 225 days after the end of each such fiscal quarter, unaudited consolidated statements of financial position and unaudited consolidated statements of income, comprehensive income and cash flows of Holdings as of the end of and for such fiscal quarter (except in the case of cash flows) and the then elapsed portion of the fiscal year, and 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 financial position, as of the end of) the previous fiscal year , all certified by a Financial Officer as presenting fairly in all material respects the financial position and results of operations and cash flows of Holdings and the Subsidiaries as (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements under clause referred to in paragraphs (a) or and (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited related consolidating financial statements referred reflecting adjustments necessary to in Section 3.04 and, eliminate the accounts of Unrestricted Subsidiaries (if any any) from such change has occurred, specifying the effect of such change on the consolidated financial statements accompanying such certificatestatements; (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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means Agent and (except in the case of electronic posting to paragraph (h) below) each Lender: (a) as soon as available, available and in any event within 95 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower’s Annual Report on Form 10-K) after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or another registered independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any material 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 position, results of operations and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, available and in any event within 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower’s Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such fiscal quarter and related statements of income for such fiscal quarter (other than in the case and of the statements of income and cash flows) and flows for the then elapsed portion of the such 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 the Borrower’s ratio under Section 6.11 and 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the CompanyBorrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Loan Party’s name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate principal amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) [reserved]; (e) within three Business Days after the end of each fiscal month of the Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or the Subsidiaries disposed or the consideration received therefor was greater than $10,000,000; (f) within 14 Business Days after the end of each fiscal month of the Borrower, a Borrowing Base Certificate showing the ABL Borrowing Base Amount and the FILO Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer of the Borrower; provided that a Borrowing Base Certificate shall be delivered by the Borrower to the Administrative Agent and each Lender within four Business Days after the end of a fiscal week of the Borrower if (i) at any time during such fiscal week the ABL Availability is less than $250,000,000, or (ii) on each of any three consecutive Business Days the last of which occurs in such fiscal week, ABL Availability is less than $365,000,000 (in each case, with the amount with respect to Eligible Inventory, Eligible Scripts List, Eligible Accounts Receivable and Eligible Credit Card Accounts Receivable included in the ABL Borrowing Base Amount and/or the FILO Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso being the amount computed as of the close of business on the last day of the Borrower’s most recent fiscal week for which such amount is available, which computation shall be completed within four Business Days after the end of each fiscal week of the Borrower); (g) no later than 60 days following the end of each fiscal year of the Borrower (or, in the reasonable discretion of the Administrative Agent, no later than 30 days thereafterafter the end of such 60-day period), forecasts for the Borrower and its Consolidated Subsidiaries of (i) quarterly consolidated balance sheet data and related consolidated statements of income and cash flows for each quarter in the next succeeding fiscal year, (ii) consolidated balance sheet data and related consolidated statements of income and cash flows for each of the five fiscal years immediately following such fiscal year (or, if shorter, each fiscal year following such fiscal year through the Latest Maturity Date) and (iii) month-end ABL Availability for each of the 12 months in the next succeeding fiscal year; (h) not later than 30 days prior to the commencement of each fiscal year, a certificate of a Financial Officer setting forth the end dates of each of the fiscal quarters in such fiscal year; (i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC, or with any national securities exchange, or distributed by the Company Borrower to its shareholders generally, as the case may be; (ej) promptly following a any request therefor, information and documentation reasonably requested by the Administrative Agent or any documentation or other information that a Lender reasonably requests in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT ActAct and the Beneficial Ownership Regulation; and (fk) promptly following any request therefor, such other information regarding the operationsfinancial condition, business affairs, assets and financial condition or identity of the Company Borrower or any Subsidiary, or compliance with the terms of any Senior Loan Document, as the Administrative any Agent, or at the request of any Lender through the Administrative AgentLender, may reasonably request, it being understood including any information to be provided pursuant to Section 9.17 (provided that neither the Company may require Borrower nor any Subsidiary shall be required to deliver any information or other documentation pursuant to this Section 5.01(k) that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Agent or any Lender receiving (or their respective representatives or contractors) is prohibited by applicable law, court order or regulation or any contractual obligation or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, however, that, in the event that any such Person not provide any document or information in reliance on the foregoing clauses (ii) or (iii), such Person shall provide notice to confirm the Administrative Agent that such documents or information is being withheld and such Person shall use commercially reasonable efforts to communicate the applicable documents or information in writing its confidentiality obligations under Section 11.12a way that would not violate the applicable obligation or risk waiver of such privilege). Information Documents required to be delivered pursuant to paragraphs (aSection 5.01(a), (b) or (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and (d) of this Section if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such information documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 9.01 (or at such other website as may be identified by the appropriate Borrower designated to the Administrative Agent from time to time); 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 at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxxwhether sponsored by the Administrative Agent); provided that: (i) to the extent reasonably required by the Administrative Agent or any Lender as a result of any regulatory requirements, internal guidelines, compliance requirements or systems limitations, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and, promptly following the Administrative Agent’s written request therefor, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another 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 AffiliatesSubsidiaries, 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 upon the written request it will use commercially reasonable efforts to identify that portion of the Administrative Agent Borrower Materials that may be distributed to the Public Lenders and that (w) all such 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 Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.129.12); (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 Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.

Financial Statements and Other Information. The Company MetLife will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender:: Credit Agreement ---------------- (ai) as soon as available, and in any event within 95 but not later than 120 days after the end of each fiscal year of MetLife, copies of MetLife's annual report on Form 10-K as filed with the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and SEC for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by independent registered public accounting firm of recognized national standing ; and (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 and cash flows of the Company and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (bii) as soon as available, and in any event within 50 but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of MetLife, copies of MetLife's quarterly report on Form 10-Q as filed with the Company, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and SEC for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearquarter, in each case setting forth 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 a an appropriate Financial Officer as presenting fairly in all material respects being the financial condition complete and results of operations and cash flows correct copies of the Company and its consolidated Subsidiaries statements on a consolidated basis in accordance with GAAP consistently applied, subject such forms furnished by MetLife to normal year-end audit adjustments and the absence of footnotesSEC; (cb) concurrently with any delivery of financial statements under clause (a) above or (except as to clause (ii) of this paragraph (b)) aboveclause (c) or (d) below, a certificate of a Financial Officer of MetLife (i) certifying as to whether 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 Section 6.11 Sections 7.4 and 7.5 and (iii) stating whether any change in GAAP or SAP, as the case may be, or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 4.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (dc) promptly within 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the same become publicly availableend of each year, copies the annual Statutory Statement of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with for such year, certified by one of its Financial Officers as presenting fairly in all material respects the Securities and Exchange Commission or with any national securities exchange, or distributed by financial position of the Company to its shareholders generally, as the case may befor such year in accordance with SAP; (ed) promptly following a request thereforwithin 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the end of each of the first three quarterly periods of each year, any documentation or other information that a Lender reasonably requests the quarterly Statutory Statement of the Company for such period, certified by one of its Financial Officers as presenting fairly in order to comply all material respects the financial position of the Company for such period in accordance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActSAP; and (fe) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company MetLife or any Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) The delivery requirements of this Section shall 6.1 and of Section 4.4 may be deemed to have been delivered on complied with by the date on which Borrowers posting the Company posts such required information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx an Intralinks site (or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (aa successor site) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf and payment of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationapplicable Intralinks fees.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative AgentPurchasers, which will make available by means of electronic posting to each Lenderthe following: (ai) as soon as availablebeginning with the fiscal year ending December 31, 2024 and in any event within 95 thereafter, on or before the date that is (x) 90 days after the end of each such fiscal year of the CompanyBorrower (or on or before such later date on which such financial statements are permitted to be filed with the SEC), its an audited consolidated balance sheet and related audited consolidated statements of operations, cash flows and changes in members’ or stockholders’ equity and cash flows of the Borrower as of the end of and for such year, and related notes thereto, setting forth, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Grant Thornton, RSM Global, Deloitte & Touche LLP, PwC, KPMG or other independent registered public accounting firm 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 auditaudit (other than any exception or explanatory paragraph, but not a qualification, with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness, (B) any actual or potential inability to satisfy a financial maintenance covenant in any period, (C) a change in accounting principles or practices reflecting a change in GAAP and required or approved by such independent public accountants and/or (D) an “emphasis of matter” paragraph)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its Subsidiaries as of the consolidated Subsidiaries end of and for such year on a consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) as soon as availablecommencing with the financial statements for the fiscal quarter ending September 30, and in any event within 50 2024, on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower (or on or before such later date on which such financial statements are permitted to be filed with the SEC), its an unaudited consolidated balance sheet and related unaudited consolidated statements of operations and cash flows of the Borrower as of the end of and for such fiscal quarter (other than except in the case of the statements of cash flows) and the then elapsed portion of the fiscal yearyear and, 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition position and results of operations and cash flows of the Company Borrower and its consolidated the Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently after December 31, 2025, no later than twenty (20) days after the request from a Purchaser, a certificate of a Financial Officer certifying and setting forth reasonably detailed calculations demonstrating compliance with any the Home Churn Covenant, as of the last day of the most recently ended Test Period; (iv) not later than five (5) days after the delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer (ia “Compliance Certificate”) certifying as of such date (A) as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 the Financial Performance Covenants and the Home Churn Covenant as of the most recently ended Test Period, and (iiiC) stating whether any setting forth a list identifying each Subsidiary that has become an Excluded Subsidiary, in the case of clauses (A) and (C), as of the date of delivery of such Compliance Certificate and in the case of clause (B) as of the most recently ended Test Period or confirming that there has been no change in GAAP or in the application thereof has occurred such information since the date of delivery of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatemost recent Compliance Certificate delivered hereunder; (dv) 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be[reserved]; (evi) promptly following a any request therefor, any information and documentation or other information that a Lender reasonably requests in order to comply requested by the Purchasers for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT ActAct and the Beneficial Ownership Regulation; and (fvii) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Note Document, as the Administrative AgentPurchasers may reasonably request in writing. Notwithstanding the foregoing, the obligations in clauses (i) and (ii) of this Section 5.1(a) may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, in lieu of the financial statements set forth in clauses (i) and (ii) of this Section 5.1(a), of Holdings (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that to the extent such information relates to a parent of the Borrower, such information is accompanied by summary narrative information (which need not be audited) describing in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of information required to be provided under Section 5.1(a)(i), such materials are accompanied by a report and opinion of Grant Thornton, RSM Global, Deloitte & Touche LLP, PwC, KPMG or any other independent registered public accounting firm 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 an exception or explanatory paragraph, but not a qualification, with respect to, or resulting from, (i) an upcoming maturity date of any Lender through the Administrative AgentIndebtedness, may reasonably request(ii) any actual or potential inability to satisfy a financial maintenance covenant in any period, it being understood that the Company may require any Lender receiving (iii) a change in accounting principles or practices reflecting a change in GAAP and required or approved by such information to confirm in writing its confidentiality obligations under Section 11.12independent public accountants and/or (iv) an “emphasis of matter” paragraph). Information Documents required to be delivered pursuant to paragraphs Section 5.1(a)(i) or (a)ii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, (b) and (d) of this Section shall be deemed to have been delivered on the earlier of the date (A) on which the Company Borrower posts such information documents, or provides a link thereto on the CompanyBorrower’s or one of its Affiliates’ website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at www.sec.gov or (B) on which such documents are posted on the appropriate Borrower’s behalf on Syndtrak, IntraLinks/IntraAgency or another website, if any, to which each Purchaser has access (whether a commercial, third-party website or whether sponsored by the Purchasers); provided that: (i) the Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxxshall deliver such documents to the Purchasers upon its reasonable request until a written notice to cease delivering such documents is given by the Purchasers and (ii) the Borrower shall, upon the reasonable request of the Purchasers, provide to the Purchasers by electronic mail electronic versions (i.e., soft copies) of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, Purchasers will make available to the Lenders Purchasers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders Purchasers (each, a “Public LenderPurchaser”) 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, upon the written request Purchasers’ reasonable request, use commercially reasonable efforts to identify that portion of the Administrative Agent (w) all Borrower Materials that are may be distributed to be made available to the Public Lenders Purchasers and that (i) 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; (xii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, and the Lenders Purchasers 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 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 11.127.16); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (ziv) the Administrative Agent Purchasers 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.” Other than as set forth in the immediately preceding sentence, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”; provided that any financial statements delivered pursuant to Section 5.1(a)(i) or Section 5.1(a)(ii) will be deemed “PUBLIC.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting Agent (and the Administrative Agent shall provide a copy to each requesting Lender:): (a) as soon as available, available and in any event within 95 90 days after the end of each fiscal year of TCI and the CompanyBorrower, its audited consolidated balance sheet commencing with the fiscal year ended December 31, 2019, the TCI Financial Statements and related statements of operationsthe Borrower’s Consolidated Financial Statements, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on audited by KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to arising out of the scope of such the audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, available and in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of TCI and the CompanyBorrower, its commencing with the fiscal quarter ended September 30, 2019, the unaudited consolidated balance sheet TCI Financial Statements and related statements of operations and cash flows the unaudited Borrower’s Consolidated Financial Statements as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) Notwithstanding the foregoing, it is understood and agreed that to the extent TCI files documents with the Securities and Exchange Commission that contain the same information as required by clauses (a) and (b) above within the time periods set forth therein, such filing shall satisfy the Borrower’s delivery obligation thereunder and shall also constitute delivery to the Lenders; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) a certificate of a Financial Officer of the Borrower (iA) certifying as to whether 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 (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 and (iiiii) stating whether together with such compliance certificate, the Borrower shall deliver the following, in form and detail satisfactory to the Administrative Agent, (A) a listing of summary information for all Eligible Unencumbered Assets for the preceding calendar quarter, including, without limitation, the Unencumbered Asset Value of each Property, Combined Property EBITDA attributable to such Property, Occupancy Rates, rent rolls, sales reports, and average sales per square foot for such Property in accordance with the methodology used by the Borrower to publicly report average sales per square foot for its Properties, (B) any change in GAAP the methodology used by the Borrower for determining Occupancy Rate or in average sales per square foot, (C) a certification of a Financial Officer that all Eligible Unencumbered Assets so listed fully qualify as such under the application thereof has occurred since applicable criteria for inclusion as Eligible Unencumbered Assets, and (D) any updates to Schedules EG, SG and UA (if not previously delivered) or Schedule 3.18 (if the date of the Company’s audited financial statements referred to in Section 3.04 and, if any information for such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become schedule is not otherwise 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 with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be); (e) promptly following a any reasonable request therefor and so long as the Borrower can satisfy such request with reasonable efforts and in any event without engaging third parties, such other information regarding the operations, business affairs and financial condition of TCI, the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (f) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any documentation or other information that a Lender reasonably requests in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, Patriot Act 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 11.12); (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 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 InformationBeneficial Ownership Regulation.”

Financial Statements and Other Information. The Company will furnish (i) Except as set forth in Schedule 6 or reflected in financial statements delivered to the Administrative AgentAgent and the Lenders on or before the date of this Financing Agreement, (A) neither such Obligor nor any of its subsidiaries has, on the date of this Financing Agreement, any material obligation, contingent liability or liability for Taxes, or any long-term lease or unusual forward or long-term exchange transaction, any Hedging Agreement or other financial derivative which will make available is not reflected in those financial statements; and (B) there has been no sale, transfer or other disposition by means such Obligor or any of electronic posting its subsidiaries of any material part of its business or property other than any Permitted Asset Transfer and no purchase or other acquisition of any business or property, including capital stock of any other Person (other than any Company or Guarantor), that is material in relation to each Lender:the consolidated financial position of the Obligors at September 30, 2000, as reflected in those financial statements, except, on a date after the date of this Financing Agreement on which this representation is repeated or deemed repeated or required to be true as if then made, for any other acquisition or transfer made after the date of this Financing Agreement which at the time was expressly permitted in or pursuant to this Financing Agreement and reported as required herein to the Agents and the Lenders. (aii) The audited consolidated and unaudited consolidating balance sheets of such Obligor and its subsidiaries as soon as availableof September 30, 2000, and in any event within 95 days after the end of each fiscal year of the Company, its audited related consolidated balance sheet and related consolidating statements of operations, stockholders’ changes in stockholder's equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal yearyear ended on that date, all reported on by independent registered public accounting firm copies of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as which have been furnished to the scope of such audit) to Administrative Agent and the effect that such consolidated financial statements Lenders, fairly present fairly in all material respects the consolidated financial condition of such Obligor and its consolidated subsidiaries as at such date, and the results of their operations and their retained earnings and cash flows of for the Company fiscal year then ended. All such financial statements, including the related schedules and the consolidated Subsidiaries on a consolidated basis notes thereto relating to those financial statements, have been prepared in accordance with GAAP applied consistently applied;throughout the periods involved, except as disclosed therein. (biii) as soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations The operating forecast and cash flows as flow projections of such Obligor and its subsidiaries which have been furnished to the end Lenders have been prepared in good faith under the direction of Authorized Officers of such Obligor and for the relevant subsidiaries. Those forecasts and projections with respect to such fiscal quarter Obligor and its subsidiaries were prepared and presented in good faith based upon facts and assumptions that such Obligor believes to have been reasonable in light of current and foreseeable conditions, it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the control of such Obligor and its subsidiaries and that no assurance can be given that the financial results set forth in those forecasts and projections will actually be realized. (iv) All information, reports and other papers and data (other than projections) with respect to such Obligor and its subsidiaries furnished by such Obligor or Harvard, on behalf of such Obligor, to the Lenders or the Issuing Bank or to the Administrative Agent for the Lenders or the Issuing Bank in connection with the case negotiation, preparation or execution of this Financing Agreement or any of the statements of cash flowsother Loan Documents was, at the time furnished, complete and correct in all material respects. The information, reports and other papers and data (other than projections) with respect to such Obligor and its subsidiaries, and the then elapsed portion representations made by or on behalf of such Obligor therein or in any other document delivered by or on behalf of such Obligor under or in connection with any Loan Document after the fiscal yeardate of this Financing Agreement were, in each case setting forth in comparative form case, at the figures for the corresponding period or periods of (time furnished complete and correct or, in the case of the balance sheeta representation, as of at the end of) the previous fiscal yeartime made, all certified by a Financial Officer as presenting fairly true and correct, in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Informationrespects.”

Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available by means of electronic posting Agent for distribution to each Lender: (a) as soon as available, and the same is available but in any event within 95 ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accounting firm 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 and cash flows of the Company and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and the same is available but in any event within 50 forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related statements of operations operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred 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 Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 75 days of the commencement of each fiscal year of the Company, projected consolidated balance sheets, income statements and cash flow statements of the Company and its consolidated Subsidiaries for such fiscal year; (e) promptly after the same become publicly available, copies of all periodic 10-Ks, 10-Qs and other reports, proxy statements and other materials 8-Ks filed by the Company or any Subsidiary with the U.S. Securities and Exchange Commission 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) 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 (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information Documents required to be delivered pursuant to paragraphs clauses (a), (b) and or (de) of 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 Company posts such information documents, or provides a link thereto on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address <xxx.xxxxxxxxxx.xxx>; (ii) on which such documents are posted on the Company’s behalf on IntraLinks™ or at a substantially similar electronic platform, if any, to which each Lender and the appropriate Borrower designated Administrative Agent have access (whether a commercial, third-party website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges whether sponsored by the Administrative Agent); or (iii) on which such documents are filed for public availability on the U.S. Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that the Company shall notify (awhich may be by facsimile or electronic mail) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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, such documents and who may be engaged in investment and other market-related activities with respect provide to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent by electronic mail electronic versions (wi.e., soft copies) all Borrower Materials that are to be made available to Public Lenders of such documents. Notwithstanding anything contained herein, in every instance the Company shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that required to provide paper copies of the word “PUBLIC” shall appear prominently on the first page thereof; compliance certificates required by clause (xc) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed of this Section 5.01 to have authorized the Administrative Agent, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means Agent on behalf of electronic posting to each Lender: (a) as soon as available, and available (but in any event within 95 90 days after the end of each fiscal year of the CompanyBorrower), its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of and for such year, year setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company Borrower and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and available (but in any event within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower), its unaudited consolidated balance sheet and related consolidated statements of operations income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated the 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 paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 (A) showing the Leverage Ratio as of and for the end of the applicable fiscal year or fiscal quarter, (B) demonstrating compliance with Section 6.11 the covenants contained in Sections 6.12, 6.13 and 6.14 and (C) in the case of financial statements delivered under paragraph (a) above, showing the amount, if any, of Excess Cash Flow for such fiscal year, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the CompanyBorrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) identifying the Subsidiaries, if any, that are “Excluded Subsidiaries” under clauses (c), (d) and (e) of the definition of such term; (d) concurrently with any delivery of financial statements under paragraph (a) above, (i) 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 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (ii) copies of any management letters delivered to the Borrower or any Subsidiary by such accounting firm; (e) within 30 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 projected consolidated 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) 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 Company Borrower or any Subsidiary with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, exchange or distributed by the Company Borrower to its shareholders generally, as the case may be; (eg) promptly as soon as reasonably practical following a any request therefor, on and after the effectiveness of the Pension Act, copies of (i) any documentation documents described in Section 101(k)(1) of ERISA that the Borrower, any Subsidiary or other information any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1)(1) of ERISA that the Borrower, any Subsidiary or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Borrower, any Subsidiary or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable Subsidiary or ERISA Affiliate shall promptly make a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” request for such documents or notices from such administrator or sponsor and anti-money laundering rules shall provide copies of such documents and regulations, including the USA PATRIOT Act; andnotices promptly after receipt thereof; (fh) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request; (i) together with the delivery of each set of financial statements referred to in paragraph (a) or (b) above, FOCUS reports prepared with respect to each Broker-Dealer Subsidiary; and (j) promptly after it being understood that the Company may require shall have been advised thereof, any Lender receiving such information Rating issued or reissued by S&P or Xxxxx’x, whether pursuant to confirm in writing its confidentiality obligations under Section 11.125.15 or otherwise. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section 5.01 shall be deemed to have been delivered on the date on which the Company posts if such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx information, or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx one or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent may, but shall not be obligated to, make available on an IntraLinks or similar site to which the Lenders materials and/or information provided by have been granted access or shall be available on behalf the website of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) Securities 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 Exchange Commission at xxxx://xxx.xxx.xxx; provided that upon the written request of the Administrative Agent (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 deliver paper copies of such information to any Lender that requests such delivery. Information required to be deemed delivered pursuant to have authorized this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting to Agent and each Lender: (a) as soon as available, and in any event : within 95 90 days after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholders’ equity and cash flows as of the end of and for such year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception emphasis paragraph 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 and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event GAAP; within 50 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited condensed consolidated balance sheet and related statements of operations earnings and cash flows as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the fiscal year, in each case setting forth 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 a one of its Financial Officer Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X (and accordingly, subject to normal year-end audit adjustments such statements will not include all of the information and the absence of footnotes; (c) footnotes required by GAAP for complete financial statements); concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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) identifying the Restricted Joint Ventures and setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 Sections 6.06, 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section 5.01 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; ; and on the occasion of each Credit Extension Date a certificate by a Financial Officer of the Borrower setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; concurrently with any delivery of financial statements under clause (da) above, a certificate of the accounting firm that reported on such financial statements stating whether, in connection with their audit, anything came to their attention that caused them to believe that the Borrower had failed to comply with the terms, covenants, provisions or conditions of Sections 6.06, 6.07 and 6.08; promptly after the same become publicly available, copies of all periodic annual and other reportsquarterly reports to shareholders, proxy statements and other materials filed by the Company or any Subsidiary with reports to the Securities and Exchange Commission on Form 10-K, Form 10-Q, Form 8-K or with any national securities exchangesuccessor form, proxy statements and registration statements (other than those relating only to employee benefit plans) filed or distributed by the Company to its shareholders generally, as the case may be; (e) promptly following a request therefor, Borrower or any documentation or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” Subsidiary; and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (f) promptly following any request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent, Agent or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 upon the written request of the Administrative Agent (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, 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 11.12); (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 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 Company Borrower will furnish to the Administrative Agent, which will make available by means of electronic posting Agent for prompt distribution to each Lender: (a) as soon as available, and in any event within 95 no later than 90 days after the end of each fiscal year of the CompanyBorrower), its the Borrower’s audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholdersshareowners’ equity investments and cash flows flows, as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public 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 in all material respects the financial condition and results of operations and cash flows of the Company Borrower and the its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 50 no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower), its (i) the Borrower’s unaudited consolidated balance sheet and related unaudited consolidated statements of operations income, shareowners’ investments and cash flows flows, as of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether 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 Section 6.11 and the Financial Covenant, (iii) stating identifying any Permitted Acquisition that has been consummated since the end of the previous fiscal quarter, (iv) attaching a schedule setting forth a computation of Available Cash generated during the most recent fiscal quarter covered by such financial statements and Available Distributable Cash as of the first day after the end of such fiscal quarter and (v) specifying whether a Dividend Suspension Period exists and whether any change Offer to Repay is required under Section 2.11(d) in GAAP or in connection with the application thereof has occurred since the date delivery of such financial statements, and if so, setting forth a computation of the Company’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateamount thereof; (d) within 90 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 income 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 registration statements filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or any other materials distributed by the Company Borrower to its shareholders generally, as the case may be; (e) 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 (f) promptly following any written request therefor, such other information regarding the operations, business affairs, assets affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or Agent (including on behalf of any Lender through the Administrative Agent, Lender) may reasonably request, it being understood that the Company may require any Lender receiving such . Any financial statement or other information to confirm in writing its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section 5.01 shall be deemed to have been delivered on the date on which the Company posts such information is posted on the CompanyBorrower’s website on the Internet or by the Administrative Agent on an IntraLinks or similar site to which Lenders have been granted access or shall be available on the SEC’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx xxx.xxx.xxx; provided that if the Borrower elects to post any financial statement or at the appropriate Borrower designated website at xxxx://xxx.xxx.xxx or xxxx://xxxxxxxxxx.xxx. The Borrower hereby acknowledges that (a) other information on its website, it shall concurrently deliver to the Administrative Agent 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, 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 paper copies of any of the foregoingsuch financial statement or other information. Notwithstanding anything contained herein, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (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,” every instance the Borrower shall be deemed required to have authorized provide paper copies of any certificate required by Section 5.01(b) or (c) to the Administrative Agent, and the Lenders . If any financial statement or other information required 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 be delivered under this Agreement shall be treated as set forth in Section 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted required to be made available through delivered on any date that is not a portion of the Platform designated “Public Side Information”; and (z) Business Day, such information may be delivered to the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day after such date.”

Financial Statements and Other Information. The Company Borrower will furnish to the Administrative Agent, which will make available by means Agent and (except in the case of electronic posting to paragraph (h) below) each Lender: (a) as soon as available, available and in any event within 95 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower’s Annual Report on Form 10-K) after the end of each fiscal year of the CompanyBorrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or another registered independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any material 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 position, results of operations and cash flows of the Company Borrower and the consolidated its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, available and in any event within 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower’s Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of such fiscal quarter and related statements of income for such fiscal quarter (other than in the case and of the statements of income and cash flows) and flows for the then elapsed portion of the such 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 balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether 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 the Borrower’s ratio under Section 6.11 and 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the CompanyBorrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Loan Party’s name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) [reserved]; (e) within three Business Days after the end of each fiscal month of the Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or the Subsidiaries disposed or the consideration received therefor was greater than $10,000,000; (f) within 14 Business Days after the end of each fiscal month of the Borrower, a Borrowing Base Certificate showing the ABL Borrowing Base Amount and the FILO Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer of the Borrower; provided that a Borrowing Base Certificate shall be delivered by the Borrower to the Administrative Agent and each Lender within four Business Days after the end of a fiscal week of the Borrower if (i) at any time during such fiscal week the ABL Availability is less than $250,000,000, or (ii) on each of any three consecutive Business Days the last of which occurs in such fiscal week, ABL Availability is less than $365,000,000 (in each case, with the amount with respect to Eligible Inventory, Eligible Scripts List, Eligible Accounts Receivable and Eligible Credit Card Accounts Receivable included in the ABL Borrowing Base Amount and/or the FILO Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso being the amount computed as of the close of business on the last day of the Borrower’s most recent fiscal week for which such amount is available, which computation shall be completed within four Business Days after the end of each fiscal week of the Borrower); (g) no later than 60 days following the end of each fiscal year of the Borrower (or, in the reasonable discretion of the Administrative Agent, no later than 30 days thereafter), forecasts for the Borrower and its Consolidated Subsidiaries of (i) quarterly consolidated balance sheet data and related consolidated statements of income and cash flows for each quarter in the next succeeding fiscal year, (ii) consolidated balance sheet data and related consolidated statements of income and cash flows for each of the five fiscal years immediately following such fiscal year (or, if shorter, each fiscal year following such fiscal year through the Latest Maturity Date) and (iii) month-end ABL Availability for each of the 12 months in the next succeeding fiscal year; (h) not later than 30 days prior to the commencement of each fiscal year, a certificate of a Financial Officer setting forth the end dates of each of the fiscal quarters in such fiscal year; (i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission SEC, or with any national securities exchange, or distributed by the Company Borrower to its shareholders generally, as the case may be; (ej) promptly following a any request therefor, information and documentation reasonably requested by the Administrative Agent or any documentation or other information that a Lender reasonably requests in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT ActAct and the Beneficial Ownership Regulation; and (fk) promptly following any request therefor, such other information regarding the operationsfinancial condition, business affairs, assets and financial condition or identity of the Company Borrower or any Subsidiary, or compliance with the terms of any Senior Loan Document, as the Administrative any Agent, or at the request of any Lender through the Administrative AgentLender, may reasonably request, it being understood that the Company may require including any Lender receiving such information to confirm in writing its confidentiality obligations under be provided pursuant to Section 11.129.17. Information Documents required to be delivered pursuant to paragraphs (aSection 5.01(a), (b) or (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and (d) of this Section if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such information documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx the website address listed on Schedule 9.01; or at (ii) on which such documents are posted on the appropriate 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) to the extent reasonably required by the Administrative Agent or any Lender as a result of any regulatory requirements, internal guidelines, compliance requirements or systems limitations, the Borrower designated website at xxxx://xxx.xxx.xxx shall deliver paper copies of such documents to the Administrative Agent or xxxx://xxxxxxxxxx.xxxany Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another 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 AffiliatesSubsidiaries, 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 upon the written request it will use commercially reasonable efforts to identify that portion of the Administrative Agent Borrower Materials that may be distributed to the Public Lenders and that (w) all such 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 Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.129.12); (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 Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.