Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or 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 as of the end of and for such year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying as to whether a Default then exists and, if a Default does then exist, specifying the details thereof and any action taken or proposed to be taken with respect thereto; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PricewaterhouseCoopers, L.L.P., or another 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, changes in shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer one of its Responsible Officers 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 the Borrower and its the 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) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Responsible Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) of the components of the Leverage Ratio as of the last day of the fiscal period in respect of which such financial statements are being delivered and (B) confirming compliance with Sections 6.11 and 6.12 and each other provision of Article VI imposing a numerical limit, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Audited Financial Statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of consolidated 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 audit of such consolidated financial statements of any Default insofar as it relates to accounting matters (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orAdministrative Borrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orAdministrative Borrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Administrative 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) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Administrative Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on XXXXX, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-as soon as available but in no event beyond five (1255) days after such financials are required to be filed with the end of each fiscal year of the Borrower (orSecurities and Exchange Commission, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young US, LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) days as soon as available after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, but in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety no event beyond five (905) days after such financials are required to be filed with the end of such fiscal quarterSecurities and Exchange Commission), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower representing and certifying (i) that the Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated financial condition of the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or Default or mandatory prepayment event, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower or its Subsidiaries has taken, is taking and proposes to take with respect thereto, (ii) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Sections 6.01, 6.04 and 6.07, (iii) stating whether a Default then exists any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if a Default does then existany such change has occurred, specifying the details thereof effect of such change on the financial statements accompanying such certificate, (iv) a schedule of Total Adjusted Outstanding Indebtedness in respect of borrowed money in the level of detail disclosed in the Borrower’s Form 10-Q filings with the Securities and Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (v) a schedule of EBITDA. (d) concurrently with any action taken 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 proposed to be taken with respect theretoguidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary its Subsidiaries with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally; (f) to the extent not otherwise delivered pursuant to this Section 5.01, copies of all financial statements and financial information delivered by the Borrower (or, upon Administrative Agent’s request, any of its Subsidiary Entities) from time to time to the holders of any unsecured Indebtedness for borrowed money of such Persons; (g) promptly after Xxxxx’x, Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (gh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower, any Subsidiary Entity, any of the Properties of the Borrower or any Restricted SubsidiarySubsidiary Entity, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request, such other information to include, without limitation, any information that the Administrative Agent or any Lender deems necessary from time to time in writingorder to ensure compliance with all applicable laws concerning money laundering and similar activities.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower substantially in the form of Exhibit D (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.04, 6.06 and 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) as soon as available but not less than 60 days after the beginning of each fiscal year of the Borrower, a copy of the projected consolidated and consolidating balance sheet, income statement and cash flow statement of the Borrower for such fiscal year; and (gf) promptly following any request therefor, such copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary or any audit thereof, and any other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted SubsidiaryBorrower, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated and unaudited consolidating balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 its consolidated and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated consolidating balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 financial covenants set forth herein and (iii) in the case of clause (b) only, stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements 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) [Reserved]within 30 days after and as of the end of each calendar month, a completed Borrowing Base Certificate calculating and certifying the Borrowing Base as of the last day of such calendar month, signed on behalf of the Borrower by a Financial Officer; (f) within 30 days after and as of the end of each calendar month, aging and reports of accounts receivable of Borrower in form and detail satisfactory to the Administrative Agent; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (h) as soon as available and in any event within five (5) Business Days after the date of receipt by the Borrower or any Subsidiary of a management letter prepared by its independent public accountants with respect to the internal financial controls of the Borrower and its Subsidiaries, a copy of such letter; and (gi) promptly following any request therefor, such projections, budgets and other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Each of the Borrower and the Guarantor as required below will furnish to the Administrative Agent, on behalf of each Lender: (ai) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (oreach Loan Party, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), Loan Party's audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent public accounting firm accountants of recognized national standing (without a “going "concern” " or like qualification or exception and without any qualification or material exception as to the scope of such audit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower such Loan Party and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of such Loan Party's Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (oreach Loan Party, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower such Loan Party 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 (the furnishing of such Loan Party's Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (ai) or (bii) above, a certificate of a Financial Officer of the Guarantor (A) certifying as to whether a Default then exists has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, June 27, 2005 and, if a such Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.02(a) and 5.03 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (eiv) [Reserved]concurrently with any delivery of financial statements under clause (i) above, a certificate of the accounting firm that reported on such financial statements of the Guarantor 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); (fv) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) material information filed by the Borrower Borrower, the Guarantor or any Restricted Subsidiary Subsidiary, with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and (gvi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower such Loan Party or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent (with copies for each Lender:): (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that the Borrower’s obligations under this paragraph (a) may be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower’s obligations under this paragraph (b) may be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary of its Subsidiaries with the SEC 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 Borrower to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Credit Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, after the Closing Date, the obligations in paragraphs (a) and (b) of this Section 5.01 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, of Holdings filed with the SEC within the applicable time periods required by applicable law and regulations or (B) the applicable consolidated financial statements of Holdings; provided that to the extent such information is in lieu of information required to be provided under Section 5.01(a), such information is all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its own consolidated subsidiaries on a consolidated basis in accordance with GAAP. Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 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 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 Credit Parties or their respective Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writinginvestment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (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 Holdings and the Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), Holdings’ audited consolidated balance sheet sheets and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (or other than with respect to, material qualification or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodexception) 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 Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited Holdings’ consolidated balance sheet sheets and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements (or within three Business Days after any deemed delivery) under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.08 and 6.09 as of the end of the period covered by such financial statements and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings’ 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 (or within three Business Days after any deemed delivery) 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) [Reserved]as soon as the same are complete, but in no event more than 60 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget presented on a quarterly basis 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or distributed by Holdings to its shareholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request; (h) promptly upon the occurrence of any change of Rating by Xxxxx’x or S&P, a certificate of a Financial Officer setting forth the new Rating, the effective date thereof and, if applicable, notice of any change in writingthe Applicable Rate as a result thereof; and (i) promptly after the same are furnished to the Borrower, copies of any “Management Letter” delivered to Holdings and the Borrower by their independent certified public accountants in connection with the delivery of financial statements contemplated by Section 5.01(a) if such Letter discloses any material weaknesses in internal financial controls or other material concerns relating to the financial statements identified by such accountants. Notwithstanding the foregoing, any financial statements or other reports or filings required to be furnished by Holdings and the Borrower pursuant to clause (a), (b) or (f) of this Section 5.01 shall be deemed to have been furnished if Holdings or the Borrower has (i) filed the same with the Securities and Exchange Commission via the XXXXX filing system and the same are publicly available and (ii) delivered notice thereof to the Administrative Agent.

Financial Statements and Other Information. The US Borrower will furnish to the Administrative Agent, on behalf of Agents and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orUS Borrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations operations, cash flows and comprehensive income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoyear of the US Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 US Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orUS Borrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated related statements of operations operations, cash flows and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear for the US Borrower, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the US Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the US Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.15 and Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect such change would have on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the US Borrower with the Securities and Exchange Commission, or any Restricted Subsidiary with Governmental Authority succeeding to any or all of the SEC functions of said Commission, or with any national securities exchange; and, as applicable; (e) within 90 days following the commencement of each fiscal year, the US Borrower and its Subsidiaries operating and capital expenditure budgets and cash flow forecast for such fiscal year (which shall include a projected combined balance sheet summary for the US Borrower and its Subsidiaries of the last day of such fiscal year and the related projected statements of combined income and cash flows for such fiscal year); (f) promptly upon receipt of any complaint, order, citation, notice or other written communication from any Person with respect to, or upon any Obligor’s obtaining knowledge of, (i) the existence or alleged existence of a violation of any applicable Environmental Law or any Environmental Liability in connection with any property now or previously owned, leased or operated by the Borrowers or any of their Subsidiaries, (ii) any release of Hazardous Substances on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law, in each case of clauses (i), (ii) and (iii) above in which there is a reasonable likelihood of an adverse decision or determination that could reasonably be expected to result in a Material Adverse Effect, a certificate of an executive officer of the US Borrower, setting forth the details of such matter and the actions, if any, that such Obligor is required or proposes to take; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrowers or any Restricted Subsidiaryof their Subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf Agents or on behalf of any Lender may reasonably request request; and (h) within 90 days after the end of each fiscal year, a report in writingform and substance reasonably satisfactory to the Administrative Agent describing all material insurance coverage maintained by any of the Obligors or any of their respective Subsidiaries as of the date of such report.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year Fiscal Year, its audited consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet Fiscal Year and audited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP or another 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 (other than with respect to, or resulting from, (Aaudit) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or 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 as presenting fairly in all material respects the financial condition as of the end of and for such year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year, its consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet Fiscal Quarter and unaudited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of for such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for 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 all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate (the “Compliance Certificate”) of a Financial Officer (i) certifying as to whether a Default then exists has occurred and is continuing and, if a Default does then existhas occurred 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 Sections 6.11 and 6.12 and (iii) stating whether any change in GAAP or in the application thereof related to the Borrower or its Subsidiaries has occurred since the date of the 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 Compliance Certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by Holdings or the Borrower with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; and (ge) promptly as soon as practicable following any request therefor, such other information regarding the operationsoperations (including as to coal reserves), business affairs and financial condition of the Borrower or any Restricted Subsidiaryand its Subsidiaries in such detail as is commercially reasonably available to the Borrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may reasonably request request, in writingeach case, solely with respect to the Administrative Agent’s or Lender’s credit review of the Borrower and its Restricted Subsidiaries in connection with the Loan Financing Transactions contemplated by the Loan Documents. Documents required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) which are made available via XXXXX, or any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, as applicable, shall be deemed delivered to the Lenders on the date such documents are made so available, with notice thereof by the Borrower to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year Fiscal Year, its audited consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet Fiscal Year and audited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all such consolidated balance sheets and related statements reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent 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 (other than with respect to, or resulting from, (Aaudit) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or 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 as presenting fairly in all material respects the financial condition as of the end of and for such year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year, its consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet Fiscal Quarter and unaudited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of for such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for 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 all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred 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 Sections 6.13, 6.14 and 6.15 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the 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 each delivery of financial statements under clause (a) above, 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); (e) [Reserved]within 90 days after the end of each Fiscal Year, a detailed consolidated budget for such Fiscal Year presented on a monthly basis (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such Fiscal Year and setting forth the assumptions used in 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 registration statements (other than amendments materials filed by any Borrower Group Company with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the any Borrower or any Restricted SubsidiaryGroup Company, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet sheet, related profit and audited consolidated statements loss and reconciliation of operations surplus statements, and comprehensive income, shareholders’ equity and a statement of cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or 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 as of the end of and for such year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedaudit); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), an unaudited consolidated balance sheet and unaudited consolidated profit and loss and reconciliation of surplus statements and a statement of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists or Event of Default has occurred and, if a Default does then existor Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.10 and 5.11, substantially in the form of SCHEDULE 5.01(c) hereto; (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 or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all regular and periodic and other reports, proxy statements and registration statements (other 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) prospectuses filed by the Borrower Borrower, any Guarantor or any Restricted Significant Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and (including non-financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, information) as the Administrative Agent on its own behalf or on behalf of any Lender may from time to time reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Borrowers will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 150 days after the end of each fiscal year Fiscal Year of Altair Engineering, commencing with the Borrower (or, in the case of financial statements for the fiscal year Fiscal Year ending December 31, 20152017, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters, including the last Fiscal Quarter of each fiscal year of Fiscal Year commencing with the Borrower (or, in the case of financial statements for the fiscal quarters ended Fiscal Quarter ending June 30, 2015 and ending September 302017, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of Altair Engineering (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 60 days after the beginning of each Fiscal Year of Altair Engineering, commencing with the Fiscal Year ending December 31, 2017, projections for Altair Engineering and its consolidated Subsidiaries for such Fiscal Year in form and detail satisfactory to the Administrative Agent; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by any Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of said Commission, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower any Company or any Restricted SubsidiaryAffiliate, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five within ninety (12590) days after the end of each fiscal year of the Borrower (or, in the case of financial statements for the fiscal year ending December 31if earlier, 2015, on or before by the date that is one hundred the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and fifty (150) days after regulations of the end SEC, giving effect to any automatic extension available thereunder for the filing of such fiscal yearform), (i) an audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of for the Borrower and its consolidated Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all with such audited balance sheet and related consolidated financial statements reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its consolidated Restricted Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty within forty-five (6045) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30if earlier, 2015 and ending September 30, 2015, on or before by the date that is ninety (90) days after the end Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such fiscal quarter), unaudited form),(i) a consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows for the Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year and (ii) a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its consolidated Restricted Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, in each case all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries (or the Borrower and its consolidated Restricted Subsidiaries, as applicable) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.12 (including compliance on a consolidated basis without giving effect to the Unrestricted Subsidiaries) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with the delivery of the certificate of a Financial Officer of the Borrower under clause (c) above, updated versions of the exhibits to the Security Agreement (provided that if there have been no changes to any such exhibits since the previous updating required thereby, the Borrower shall indicate that there has been “no change” to the applicable exhibit(s)); (e) [Reserved]concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) as soon as available, but in any event not more than ninety (90) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for each month of the fiscal year following such fiscal year in form reasonably satisfactory to the Administrative Agent (without giving effect to any Unrestricted Subsidiaries); (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC 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 Borrower to its shareholders generally, as the case may be; and (gh) promptly following after any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent. Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(g) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on its own behalf an IntraLinks or similar site to which the Lenders have been granted access or shall be available on behalf the website of the SEC at xxxx://xxx.xxx.xxx; provided that, for the avoidance of doubt, the Borrower shall be required to provide copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any Lender may reasonably request in writingfinancial statements delivered under clause (a) or (b) above shall be restated, the Borrower shall deliver, promptly after such restated financial statements become available, revised compliance certificates required by clause (c) of this Section 5.01 with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of the Borrower.

Financial Statements and Other Information. The Holdings and the Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), Holdings’ audited consolidated balance sheet sheets and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (or other than with respect to, material qualification or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodexception) 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 Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited Holdings’ consolidated balance sheet sheets and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements (or within three Business Days after any deemed delivery) under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.08 and 6.09 as of the end of the period covered by such financial statements and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings’ 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 (or within three Business Days after any deemed delivery) 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) [Reserved]as soon as the same are complete, but in no event more that 60 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget presented on a quarterly basis 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or distributed by Holdings to its shareholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request; (h) promptly upon the occurrence of any change of Rating by Mxxxx’x or S&P, a certificate of a Financial Officer setting forth the new Rating, the effective date thereof and, if applicable, notice of any change in writingthe Applicable Rate as a result thereof; and (i) promptly after the same are furnished to the Borrower, copies of any “Management Letter” delivered to Holdings and the Borrower by their independent certified public accountants in connection with the delivery of financial statements contemplated by Section 5.01(a) if such Letter discloses any material weaknesses in internal financial controls or other material concerns relating to the financial statements identified by such accountants. Notwithstanding the foregoing, any financial statements or other reports or filings required to be furnished by Holdings and the Borrower pursuant to clause (a), (b) or (f) of this Section 5.01 shall be deemed to have been furnished if Holdings or the Borrower has (i) filed the same with the Securities and Exchange Commission via the EXXXX filing system and the same are publicly available and (ii) delivered notice thereof to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, Agent on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying (i) stating that, except as to whether a set forth in such certificate, such Financial Officer has no knowledge of any Default then exists having occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the covenants contained in Sections 6.12 and 6.13 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 December 31, 2006, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the 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 paragraph (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 under Section 6.12 or 6.13 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]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 consolidated statements of projected 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 registration statements other material filings (other than amendments to any registration statement (to as reasonably determined by 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-8Borrower) filed by the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to the holders of its Equity Interests generally; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to clauses (a), (b) and (f) shall be deemed to have been delivered on its own behalf the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at xxx.xxxxxx.xxx/xxxxxxxxxxxxxxxxx/xx_xxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge, provided that (i) such notice may be included in a certificate delivered pursuant to clause (c) and (ii) the Borrower shall deliver paper copies of the information required to be delivered pursuant to clauses (a), (b) and (f) to any Lender that requests such delivery. The Borrowers hereby acknowledge that (a) the Administrative Agent 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 IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any Lender material non-public information (although it may reasonably request 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 writingSection 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the 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 Investor.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph 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 then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.09(a), (b), (c) and (d) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (f) promptly upon (i) the creation of any Material Subsidiary, (ii) any Person otherwise becoming a Material Subsidiary, or (iii) determination that any Subsidiary has become a Material Subsidiary, (A) a Subsidiary Guaranty duly executed by such Material Subsidiary, (B) 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, (C) a Security Agreement duly executed by such Material Subsidiary granting the Administrative Agent and/or Collateral Agent a perfected first priority Lien on all Collateral of such material Subsidiary described in, and required by, Section 5.01(a), 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 Collateral, and (D) 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 holders of Senior Unsecured Notes, which report or notice has not been delivered to the Lenders hereunder; and (gh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, Agent on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, (i) a certificate of a Financial Officer (A) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (B) setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenants, and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of the Borrower for such fiscal year or portion of such fiscal year, as compared to amounts for the previous fiscal year (or corresponding portion of the previous fiscal year) (it being understood that the information required by clause (c)(ii) may be furnished in the form of a Form 10-K or Form 10-Q); (d) (i) a written notice to the Administrative Agent if, as a result of any change in GAAP or in the application thereof from those in effect on the Effective Date, the financial statements delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the financial statements that would have been delivered pursuant to such clauses had no such change in GAAP or the application thereof been made, and (ii) if reasonably requested by the Administrative Agent after consultation with the Borrower, together with the first delivery of financial statements pursuant to paragraph (a) or (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without giving effect to such change; (e) [Reserved]; (f) no later than 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 consolidated statement of projected operations as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) to the extent permitted to be disclosed by the applicable Regulatory Supervising Organization or any Governmental Authority, audit reports relating to such financial statements that have been prepared by the Borrower or any Subsidiary pursuant to any rules or requirements of any Regulatory Supervising Organization or any governmental authority, including without limitation FINRA and comparable organizations in foreign jurisdictions, to the extent any such report described in this paragraph discloses any violation of applicable rules or regulations which would reasonably be expected to have a Material Adverse Effect; (h) promptly after the same become publicly available, copies of all periodic and other reports (including FOCUS reports), proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC or with SEC, any national securities exchange, the OCC, FDIC or any other United States Governmental Authority that regulates a Regulated Subsidiary or distributed by the Borrower to the holders of its Equity Interests generally, as the case may be; and (gi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request. Notwithstanding the foregoing, the obligations in writingparagraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing of the Borrower’s form 10-K or 10-Q, as applicable, with the SEC.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred the earliest of (i) the date on which the same shall have been filed with the SEC, (ii) the date the same are required to be filed with the SEC (without regard to any extension of the SEC’s filing requirements) and twenty-five (125iii) the day which is 120 days after the end of each fiscal year of the Borrower Borrower, (or, in x) the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case the consolidated financial statements, in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedand (y) the financial information of the Subsidiary Guarantors that would be required pursuant to Rule 3-10 of Regulation S-X if the Loans were publicly traded Indebtedness; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty the earliest of (60i) the date on which the same shall have been filed with the SEC, (ii) the date the same are required to be filed with the SEC (without regard to any extension of the SEC’s filing requirements) and (iii) the day which is 60 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Borrower Borrower, (or, in x) the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet sheets and unaudited related consolidated statements of operations and comprehensive income, shareholders’ equity income and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the 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 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 the Borrower and its Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end year‑end audit adjustments and the absence of footnotesfootnotes and (y) the financial information of the Subsidiary Guarantors that would be required pursuant to Rule 3-10 of Regulation S-X if the Loans were publicly traded Indebtedness; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) aboveof this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.01, 7.06, 7.11 and 7.12, (iii) certifying as to whether since the date of the last such certificate (or, in the case of the first such certificate after the Effective Date, the Effective Date) a Permitted Acquisition has occurred for which any Group Member incurred Indebtedness permitted under this Agreement to finance at least 35% of the consideration therefor, and if so, the date of such Permitted Acquisition and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 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 paragraph (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 Event of Default arising as a result of non-compliance with Article VII, including Section 7.11 (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]promptly upon receipt thereof, copies of all other reports submitted to the Borrower by its independent certified public accountants in connection with any annual or interim audit or review of the books of the Borrower made by such accountants; (f) annually, as soon as available, but in any event within 120 days after the last day of each fiscal year of the Borrower, consolidated and consolidating projections of the Borrower and its Subsidiaries for the following five fiscal years of the Borrower; (g) promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Group Members or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Group Members and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (h) if applicable, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by any Group Member with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of said Commission, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted SubsidiaryGroup Member, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request. Documents required to be delivered pursuant to Sections 6.01(a), (b) or, if applicable (h) (to the extent any such documents are included in writingmaterials otherwise filed with the SEC) shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents or provides a link thereto on the Borrower’s website or (ii) on which such documents are posted on the Borrower’s behalf on Intralinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide the Administrative Agent with electronic mail versions of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender:Agent (which shall promptly make such information available to the Lenders in accordance with its customary practices): (a) on or before the date that is one hundred and twenty-five within ninety (12590) days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent public accounting firm of recognized national standing the Accounting Firm (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than with respect to, any such qualification or resulting from, (A) an upcoming exception as a result of the impending maturity date of Indebtedness or projected or potential breach of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodFinancial Covenant) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty within forty five (6045) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and stockholders’ equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B (i) certifying as to whether a Default then exists or Event of Default has occurred and, if a Default does then existor Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenants; (d) as soon as available, but in any event within ninety (90) days after the start of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for each quarter of such fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent; (e) [Reserved];promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request, on behalf of itself or any Lender hereunder; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or any applicable anti-money laundering laws; and (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary of its Subsidiaries with the SEC SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of or distributed by the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentto its shareholders generally, as the Administrative Agent case may be. Notwithstanding anything to the contrary in this Section 5.01, any documents required to be delivered pursuant to Sections 5.01(a), (b), and (f) may be delivered electronically and if so delivered shall be deemed to have been delivered on its own behalf the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System or on behalf of any Lender may reasonably request in writingwhich the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower Borrower, (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150i) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent public accounting firm of recognized national standing together with an opinion (without a “going concern” or like qualification or exception and exception, without any qualification or exception as to the scope of such audit (and without any other than with respect to, material qualification or resulting from, (Aexception) an upcoming maturity date by Ernst & Young LLP or other independent public accountants of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) recognized national standing 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedand (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such year; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Borrower, (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90i) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter (except for the statement of cash flows) and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotescomplete footnotes and (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower in the form attached hereto as Exhibit C (each, a “Compliance Certificate”) (i) certifying as to whether a an Event of Default then exists and, if a Default does then existhas occurred 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 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies notice of all periodic and other reports, current reports filed under the Securities Exchange Act of 1934 and proxy statements and registration statements (other 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 Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission (or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission) (“SEC”) or distributed by the Borrower to its stockholders generally, as the case may be; documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website, xxx.xxx.xxx; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents and the Administrative Agent shall thereafter notify the Lenders. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any national 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. As to any information contained in materials furnished pursuant to this Section 5.01(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above or Section 5.02(d), but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in clauses (a) and (b) and Section 5.02(d) above at the times specified therein. (e) The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers 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 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 exchangeof any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing 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; (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.” (f) promptly following approval by Borrower’s board of directors (but in any event not later than the first day of the second quarter of each fiscal year) a three year financial plan for Borrower and its Subsidiaries, on a consolidated basis, for such fiscal year and the next two fiscal years (including quarterly balance sheet and related statements of operations and cash flows) prepared in a manner consistent with the financial plan delivered by Borrower to the Lenders prior to the date hereof or otherwise in a manner reasonably satisfactory to the Administrative Agent; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Borrowers will furnish to the Administrative Agent, Agent on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orParent Borrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries Consolidated Group on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orParent Borrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower and its Subsidiaries Consolidated Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 7.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent 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 under Section 7.12 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]within 45 days after the commencement of each fiscal year of the Parent Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Parent Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings’ 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 paragraph (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) [Reserved]prior to the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or, in the event the Holdings becomes a publicly traded company, distributed by Holdings to its public stockholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request; and (h) promptly following a request therefor, all documentation and other information that a Lender reasonably requests in writingorder to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Financial Statements and Other Information. The Borrower Lessee will furnish to the Administrative Agent, on behalf of Agent and each Lender: (ai) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year of the Borrower (orLessee, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeopera tions, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or PARTICIPATION AGREEMENT exception and without any qualification or exception as to the scope of such audit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Lessee and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orLessee, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer one of its Responsible Officers 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 the Borrower Lessee 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; (ciii) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (ai) or (bii) above, a certificate of a Financial Officer Compliance Certificate (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (x) demonstrating compliance with Section 9.5(j) and (y) establishing the Applicable Margin, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 6.1(w) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (eiv) [Reserved]concurrently with any delivery of financial statements under clause (i) 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); (fv) promptly after the same become publicly availablePARTICIPATION AGREEMENT sion, copies of all periodic and other reports, proxy statements and registration statements (other 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Lessee to its shareholders generally, as the case may be; and (gvi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Lessee or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender or Investor may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five within ninety (12590) days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP LLC or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty within forty-five (6045) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) setting forth reasonably detailed calculations of the Available Amount; (d) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for each fiscal quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements other materials (other than amendments excluding filings subject 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-8confidential treatment) filed by the Borrower or any Restricted Subsidiary with the SEC 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 Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request. Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System. Notwithstanding anything contained herein, in writingevery instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Borrower STX will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orSTX, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date other material qualification or in a future periodexception) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations and cash flows of STX, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orSTX, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated 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 STX, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Certificate of a Financial Officer of the Person delivering such financial statements (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11, 6.12 and 6.13 (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of STX’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 and (iv) identifying any Material Acquisitions that have been consummated by the Borrower or any Subsidiary since the end of the previous fiscal quarter, including the date on which each such Material Acquisition was consummated and the consideration therefor; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by STX, the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchangeexchange not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) promptly following any reasonable request of the Administrative Agent therefor, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates have requested with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates have requested with respect to any Multiemployer Plan, provided that if the Borrower or any of its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, the Borrower or its ERISA Affiliate(s), as applicable, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of STX, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender Lender, through the Administrative Agent, may reasonably request (including information required by the USA PATRIOT Act). Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent any such documents are included in writingmaterials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents or provides a link thereto on the Borrower’s website on the internet at xxxx://xxx.xxxxxxx.xxx or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each LenderJoint Lead Arranger: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), Holdings’s audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO Xxxxxxx, LLP or another 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, provided that the filing of such financial statements with the Securities and Exchange Commission shall constitute delivery for purposes of this Section; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), Holdings’s unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, provided that the filing of such financial statements with the Securities and Exchange Commission shall constitute delivery for purposes of this Section; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 covenants contained in Sections 6.12, 6.13 and 6.14 and (iii) stating whether any change in the application of GAAP to the financial statements of Holdings has occurred since the later of the date of the Borrower’s audited financial statements referred to in Section 3.04 and the date of the prior certificate delivered pursuant to this paragraph (c) indicating such a change and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (ed) [Reserved]; prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (fincluding 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 assumptions used for purposes of preparing such budget) and, promptly after the same become publicly when available, copies any significant revisions of all periodic and other reports, proxy statements and registration statements (other 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchangebudget; and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date other material qualification or in a future periodexception) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations of Holdings, the Borrowers and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations of Holdings, the Borrowers and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably 113 detailed calculations demonstrating compliance with Sections 6.12, 6.13 and 6.14, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings'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 Permitted Acquisitions that have been consummated since the end of the previous fiscal quarter, including the date on which each such Permitted Acquisition was consummated and the consideration therefor, (v) identifying any Prepayment Events that have occurred since the end of the previous fiscal quarter and setting forth a reasonably detailed calculation of the Net Proceeds received from Prepayment Events since the end of such previous fiscal quarter and (vi) specifying the Historical Investment in each Permitted Spinoff Subsidiary and Investment Business as of the date of such financial statements; (d) concurrently with any delivery of financial statements under paragraph (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) [Reserved]concurrently with any delivery of financial statements under paragraph (a) above with respect to any fiscal year, a detailed consolidated operating and capital expenditure budget for the following fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth any material 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 registration statements (other 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) materials filed by the Holdings, either Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, in the event that Holdings becomes a publicly traded company, distributed by Holdings to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Holdings, either Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 financial covenants set forth herein and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such projections, budgets and other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited related consolidated statements of operations and operations, comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal year, and related notes thereto, setting forth in each case in comparative form the figures for the previous prior fiscal year, all reported on audited by PricewaterhouseCoopers and accompanied by the opinion of KPMG LLP or another 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position, results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orCompany, in the case its condensed consolidated balance sheet as of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited related condensed consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and income for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous prior fiscal year, all certified by a Financial Officer of the Company as presenting fairly fairly, in all material respects respects, the financial condition position, results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of completed Compliance Certificate signed by a Financial Officer of the Company, (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.13 and 6.14, (iii) if any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Company most recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.04) that has had, or could have, a significant effect on the calculations of the Interest Expense Coverage Ratio or the Leverage Ratio, specifying the nature of such change and the effect thereof on such calculations, and (iv) certifying that all notices required to be provided under Section 5.03 have been provided; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Company or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Company or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Company or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Company or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Company or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (gf) promptly following after any request therefor, such other information regarding the operations, business affairs affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. Information required to be delivered pursuant to clause (a), (b) or (d) this Section shall be deemed to have been delivered if and when such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Company shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of the Company.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year Fiscal Year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers KPMG LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year the Borrower, the consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Responsible 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 the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) aboveof this Section, a certificate of a Financial Responsible Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 7.11 and, in the case of audited financial statements, setting forth reasonably detailed calculations demonstrating compliance with Section 2.10(b)(iv) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements of the Borrower referred to in Section 4.04(a) or delivered pursuant to Section 6.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly upon receipt thereof, copies of all other reports submitted to the Borrower by its independent certified public accountants in connection with any annual or interim audit or review of the books of the Borrower made by such accountants; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC 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 Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any this Agreement and the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year Fiscal Year of the Borrower Company (or, in the case of financial statements or such shorter period for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end delivery of such fiscal yearstatements as is required by the Term Loan Agreement), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Borrower Company (or, in the case of financial statements or such shorter period for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end delivery of such fiscal quarterstatements as is required by the Term Loan Agreement) (commencing with the Fiscal Quarter ending February 28, 2014), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer Officers 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 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of Compliance Certificate (which Compliance Certificate may be delivered jointly under this Agreement and the Term Loan Agreement so long as the applicable covenants and provisions are the same under both agreements) signed by a Financial Officer of the Company (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.08 and 7.09, and (iii) describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements for the immediately preceding Fiscal Year that is material with respect to the financial statements accompanying such certificate (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); (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and registration statements (other 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) quarterly reports filed by the Borrower Company or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request. Notwithstanding the foregoing requirements for delivery of annual and quarterly financial statements and reports and other filings in Section 6.01(a), (b) and (d) above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the XXXXX Database and xxx.xxx; provided that the Company 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 or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its own behalf copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writinginvestment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf which will make available by means of electronic posting to each Lender: (a) on or before the date that is one hundred as soon as available, and twenty-five (125) in any event within 95 days after the end of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its 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 PricewaterhouseCoopers LLP or another independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30as soon as available, 2015, on or before the date that is sixty (60) and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case 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 the Company 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 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11 (unless the Company shall no longer be required to comply with such Section by reason of the last sentence thereof) and 6.12 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; (e) [Reserved]; (fd) promptly after the same become publicly available, the Company will provide to each Lender copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Company or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) 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 (gf) promptly following any request therefor, such other information regarding the operations, business affairs affairs, assets and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf Agent, or on behalf of any Lender through the Administrative Agent, may reasonably request request, it being understood that the Company may require any Lender receiving such information to confirm in writingwriting its confidentiality obligations under Section 11.12. Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice to the Administrative Agent that such information has been posted 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; provided that the Company shall deliver paper copies of the information referred to in this Section after the date delivery is required thereunder to any Lender that requests such delivery within five Business Days after such request.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year Fiscal Year of the Borrower Company (or, in the case of financial statements or such shorter period for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end delivery of such fiscal yearstatements as is required by the Revolver), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Borrower Company (or, in the case of financial statements or such shorter period for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end delivery of such fiscal quarterstatements as is required by the Revolver) (commencing with the Fiscal Quarter ending February 28, 2014), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer Officers 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 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of Compliance Certificate (which Compliance Certificate may be delivered jointly under this Agreement and the Revolver so long as the applicable covenants and provisions are the same under both agreements) signed by a Financial Officer of the Company (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.08 and 7.09, and (iii) describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements for the immediately preceding Fiscal Year that is material with respect to the financial statements accompanying such certificate (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); (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and registration statements (other 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) quarterly reports filed by the Borrower Company or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request. Notwithstanding the foregoing requirements for delivery of annual and quarterly financial statements and reports and other filings in Section 6.01(a), (b) and (d) above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the XXXXX Database and xxx.xxx; provided that the Company 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 or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its own behalf copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writinginvestment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent (with copies for each Lender:): (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ ' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that the Borrower's obligations under this paragraph (a) will be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of financial statements for including the fiscal quarters ended June 30quarter ending on January 25, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter2002), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower's obligations under this paragraph (b) will be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC 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 Borrower to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Credit Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Guarantor will furnish to the Administrative Agent, on behalf BNPLC and to each Participant of each Lenderwhich Guarantor has been notified: (a) on or before the date that is one hundred and twenty-five (125) days within 90 day's after the end of each fiscal year of the Borrower (orGuarantor, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, changes in shareholders’ ' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP KPMG Peat Marwick or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 of Guarantor and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orGuarantor, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer one of its senior or executive financial officers 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 of Guarantor and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clauses (a) or (b) above, a completed compliance certificate of a Financial Officer certifying as senior or executive financial officer of Guarantor in form and content reasonably acceptable to BNPLC; (d) concurrently with any delivery of consolidated 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 audit of such consolidated financial statements of any Event of Default or a Default then exists and, if a Default does then exist, specifying under the details thereof and any action taken Obligation Documents insofar as it relates to accounting matters (which certificate may be limited to the extent required by accounting rules or proposed to be taken with respect theretoguidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Guarantor or any Restricted Subsidiary with the SEC 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; and, or distributed by Guarantor to its shareholders generally, as the case may be; (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Guarantor or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthe Obligation Documents, as the Administrative Agent on its own behalf BNPLC or on behalf any Participant may reasonably request; and (g) promptly upon becoming aware thereof, notice of the effectiveness of any Lender may reasonably request rating of any Index Debt by S&P or Moody's and notice of the effectiveness of any change in writingany rating of any Index Debt by S&P or Moody's.

Financial Statements and Other Information. The Borrower will furnish or cause to be furnished to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 120 days after the end of each fiscal year of year, the Borrower (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), Borrower’s audited consolidated balance sheet and audited related consolidated statements of operations and comprehensive income, cash flows and shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 position and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of year, the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited Borrower’s consolidated balance sheet and unaudited related consolidated statements of operations and comprehensive income, shareholders’ equity income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 position and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and is continuing and, if a Default does then existhas occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth (A) reasonably detailed calculations demonstrating compliance with the Financial Covenants as of the most recent fiscal quarter end contemplated by such financial statements, (B) the Subsidiary Guarantors as of the date of such Compliance Certificate, (C) the Excluded Subsidiaries as of the date of such Compliance Certificate, and (D) the Liberty Subsidiaries as of the date of such Compliance Certificate and (iii) containing either a certification that there has been no change to the information about the Loan Parties and their property disclosed in the schedules to the Security Documents or, after the delivery of the first certification delivered pursuant to this subsection, as previously certified, or, if so, specifying all such changes; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC SEC, or with any national securities exchange, as the case may be; (e) at least 5 Business Days prior to the consummation of each transaction constituting a Significant Transaction (other than a Significant Transaction set forth in clause (f) of the definition thereof), the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower signed by a Financial Officer thereof describing such transaction in reasonable detail and certifying that such Significant Transaction complies with each Section hereof under which such transaction constitutes a Significant Transaction (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); (f) promptly (but in no event later than 2 Business Days) following the consummation of each transaction constituting a Significant Transaction set forth in clause (f) of the definition thereof, a notice of the Borrower signed by a Financial Officer thereof describing such transaction in reasonable detail; (g) within 30 days after the beginning of each fiscal year, an annual consolidated forecast for the Borrower and the Subsidiaries for such fiscal year, including projected consolidated statements of income of the Borrower and the Subsidiaries, all in reasonable detail acceptable to the Administrative Agent; (h) promptly such other information with documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the Patriot Act), as from time to time may be reasonably requested by the Administrative Agent or such Lender; and (gi) promptly following any request therefor, any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification. (j) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any Subsidiary or any Restricted Liberty Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request request, provided, however, that the Borrower shall not be required to provide pro forma financial statements and information in writingconnection with a Borrowing Request of $50,000,000 or less. If there are any Liberty Subsidiaries, then the annual and quarterly financial information required by this Section 6.1 will include a reasonably detailed presentation, either on the face of the financial statements or the footnotes thereto, of the financial condition and results of operations of the Borrower and its subsidiaries separate from the financial condition and results of operations of the Liberty Subsidiaries.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, Agent on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying (i) stating that, except as to whether a set forth in such certificate, such Financial Officer has no knowledge of any Default then exists having occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the covenants contained in Sections 6.12 and 6.13 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 December 31, 2006, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the 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 paragraph (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 under Section 6.12 or 6.13 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]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 consolidated statements of projected 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 registration statements other material filings (other than amendments to any registration statement (to as reasonably determined by 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-8Borrower) filed by the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to the holders of its Equity Interests generally; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to clauses (a), (b) and (f) shall be deemed to have been delivered on its own behalf the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at xxx.xxxxxx.xxx/xxxxxxxxxxxxxxxxx/xx_xxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge, provided that (i) such notice may be included in a certificate delivered pursuant to clause (c) and (ii) the Borrower shall deliver paper copies of the information required to be delivered pursuant to clauses (a), (b) and (f) to any Lender that requests such delivery. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger 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 IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any Lender material non-public information (although it may reasonably request 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 writingSection 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the 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 Investor.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orFiscal Year, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orFiscal Year, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations of the financial covenants set forth in Sections 6.02, 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 audited financial statements referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements other materials filed (other 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-8excluding exhibits) filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf Agent (which shall promptly furnish to each of each Lender:the Lenders): (ai) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent public accounting firm accountants of recognized national standing (without a going “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of the Borrower’s Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the furnishing of the Borrower’s Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower (A) certifying as to whether a Default then exists has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the date hereof and, if a such Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.02(a) and 5.03 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (eiv) [Reserved]concurrently with any delivery of financial statements under clause (i) 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); (fv) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) material information filed by the Borrower or any Restricted Subsidiary Subsidiary, with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and (gvi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request, including, without limitation, information or certifications as may be required under the Beneficial Ownership Regulation, if applicable. The Borrower shall be deemed to have delivered the financial statements and other information referred to in subclauses (i), (ii) and (v) of this Section 5.01(a), when such filings, financials or other information have been posted on the Internet website of the Securities and Exchange Commission (xxxx://xxx.xxx.xxx) or on the Borrower’s own internet website as previously identified to the Agent and Lenders. If the Agent or a Lender requests such filings, financial statements or other information to be delivered to it in hard copies, the Borrower shall furnish to the Agent or such Lender, as applicable, such statements accordingly, provided that no such request shall affect that such filings, financial statements or other information have been deemed to have been delivered in writingaccordance with the terms of the immediately preceding sentence.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf Agent (which shall promptly furnish to each of each Lender:the Lenders): (ai) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent public accounting firm accountants of recognized national standing (without a going “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of the Borrower’s Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the furnishing of the Borrower’s Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower (A) certifying as to whether a Default then exists has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the date hereof and, if a such Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.02(a) and 5.03 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (eiv) [Reserved]concurrently with any delivery of financial statements under clause (i) 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); (fv) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) material information filed by the Borrower or any Restricted Subsidiary Subsidiary, with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and (gvi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request. The Borrower shall be deemed to have delivered the financial statements and other information referred to in subclauses (i), (ii) and (v) of this Section 5.01(a), when such filings, financials or other information have been posted on the Internet website of the Securities and Exchange Commission (xxxx://xxx.xxx.xxx) or on the Borrower’s own internet website as previously identified to the Agent and Lenders. If the Agent or a Lender requests such filings, financial statements or other information to be delivered to it in hard copies, the Borrower shall furnish to the Agent or such Lender, as applicable, such statements accordingly, provided that no such request shall affect that such filings, financial statements or other information have been deemed to have been delivered in writingaccordance with the terms of the immediately preceding sentence.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent (with copies for each Lender:): (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that the Borrower’s obligations under this paragraph (a) may be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower’s obligations under this paragraph (b) may be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by any Credit Party or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by any Credit Party to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Credit Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, after the Closing Date, the obligations in paragraphs (a) and (b) of this Section 5.01 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, of Parent filed with the SEC within the applicable time periods required by applicable law and regulations or (B) the applicable consolidated financial statements of Parent; provided that to the extent such information is in lieu of information required to be provided under Section 5.01(a), such information is all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Parent and its own consolidated subsidiaries on a consolidated basis in accordance with GAAP. Documents required to be delivered pursuant to Section 5.01(a), (b) and (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Credit Parties or their respective Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writinginvestment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (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 Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five within ninety (12590) days after the end of each fiscal year of the Borrower (or, in the case of financial statements for beginning with the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year)2017, audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and its the Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Xxxxx & Young LLP or another other independent public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception (other than qualifications, with respect to, or expressly resulting solely from, impending debt maturities scheduled to occur within one year from the time such report and opinion are delivered or actual or anticipated breach of the Financial Performance Covenant) and without any qualification or exception as to the scope of such audit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its the 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 ended June 30, 2015, on or before the date that is sixty (60x) within forty-five (45) days after the end of each the fiscal quarter ending September 30, 2017 and (y) within forty-five (45) days after the end of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of financial statements for beginning with the fiscal quarters ended June 30quarter ending March 31, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter)2018, unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, shareholdersstockholders’ equity and cash flows of the Borrower and the Subsidiaries as of the end of and for such fiscal quarter period and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter period and such portion of the fiscal year and results of operations and cash flows of the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision; (c) simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information statement of operations and balance sheet reflecting adjustments adjustments, if any, necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days Business Days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (a “Compliance Certificate”) (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with the Financial Performance Covenant, if applicable, (i) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2018, of Excess Cash Flow for such fiscal year and (ii) of the Total Net Leverage Ratio for the Test Period most recently ended and (iii) setting forth (A) reasonably detailed calculations of the Available Amount as of the last day of the fiscal quarter or fiscal year, as the case may be, covered by such financial statements or stating that there has been no change to such amounts since the date of delivery of the last Compliance Certificate and (B) a list identifying each subsidiary of the Borrower as a Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirming that there is no change in such information; (e) [Reserved]simultaneously with the delivery of the financial statements delivered under paragraph (a) above, a reasonably detailed calculation of the Net Proceeds received during the applicable period by or on behalf of the Borrower or any of the Restricted Subsidiaries in 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 first proviso in Section 2.11(c); (f) not later than 90 days after the commencement of each fiscal year of the Borrower beginning with the fiscal year ending December 31, 2017, a consolidated forecast for the Borrower and its Subsidiaries for such fiscal year (consisting of a consolidated balance sheet and consolidated statements of 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 forecast); (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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 Borrower or Borrower, any Restricted Subsidiary or any of their respective subsidiaries with the SEC or with any national securities exchange, or distributed by the Borrower or any Restricted Subsidiary to the holders of its Equity Interests generally, as the case may be; and (gh) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any of the Restricted SubsidiarySubsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing.; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower filed with the SEC; provided that 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 Xxxxx & Young 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 (other than as expressly permitted to be contained therein under paragraph (a) of this Section 5.01) or any qualification or exception as to the scope of such audit. Documents required to be delivered pursuant to Section 5.01(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(e)); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its 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 will 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 IntraLinks, Debt X, SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 60 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet sheets and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 40 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) within 35 days after the end of any such fiscal quarterquarter ending on or after March 31, 2005), unaudited the consolidated balance sheet sheets and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer senior financial officer of the Borrower 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 the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) aboveof this Section, a certificate of a Financial Officer senior financial officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05; (d) upon request of any Lender, a copy of any final financial examination report (including, without limitation, any report in respect of any tri-annual examination conducted by any Applicable Insurance Regulatory Authority) or market conduct examination report issued by or prepared for any Governmental Authority (including any Applicable Insurance Regulatory Authority) with respect to any Insurance Company that is a Material Subsidiary; and to the extent disclosure to the Lenders is permitted by law, a copy of any financial examination report issued by or prepared for any Governmental Authority (including any Applicable Bank Regulatory Authority) with respect to the Borrower, First American Trust or First Security Thrift; (e) [Reserved]within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of FATICO, Statutory Statements of FATICO (prepared in accordance with statutory accounting practices required or permitted by the Applicable Insurance Regulatory Authority) for such fiscal period, accompanied by a certificate of a senior financial officer of FATICO which certificate shall state that such financial statements present the financial condition of FATICO in accordance with statutory accounting practices required or permitted by the Applicable Insurance Regulatory Authority; (f) within 90 days after the end of each fiscal year of FATICO, the annual Statutory Statement of FATICO (prepared in accordance with statutory accounting practices required or permitted by the Applicable Insurance Regulatory Authority) for such year and as filed with the Insurance Department of the State of California, accompanied by (i) a certificate of a senior financial officer of FATICO stating that said Statutory Statement presents the financial condition of FATICO in accordance with the statutory accounting practices required or permitted by the Applicable Insurance Regulatory Authority, (ii) a certificate of a senior financial officer of FATICO, affirming the adequacy of Reserves of FATICO as at the end of such fiscal year and (iii) a report by Milliman & Xxxxxxxxx, Inc., or such other actuarial firm of nationally recognized professional standing, affirming the adequacy of Reserves of FATICO as at the end of such fiscal year; (g) within 60 days after the end of each fiscal year of FAC, the audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of FAC and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of FAC and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (h) within 40 days after the end of each of the first three fiscal quarters of each fiscal year of FAC (or within 35 days after the end of any such fiscal quarter ending on or after March 31, 2005), the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of FAC and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a senior financial officer of FAC as presenting fairly in all material respects the financial condition and results of operations of FAC and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary of its Subsidiaries with the SEC Securities and Exchange Commission (the “SEC”), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, provided that if any such report, statement or other material is electronically filed by the Company with the SEC and is publicly available through the internet or other electronic means, the Company will notify the Lenders promptly following such filing and, only upon the request of any Lender, furnish a copy of such report, statement or other material to such Lender; and (gj) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing(including accountants’ letters).

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred promptly when available and twenty-five (125) in any event within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) promptly when available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings’ 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 paragraph (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) [Reserved]prior to the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or, in the event the Holdings becomes a publicly traded company, distributed by Holdings to its public stockholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request; and (h) promptly following a request therefor, all documentation and other information that a Lender reasonably requests in writingorder to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph 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 then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.09(a), (b) and (c) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (f) promptly upon determination that any Subsidiary has become a Material 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; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Lenders through the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Arthxx Andexxxx, X.L.P. or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its the 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) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09, 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 audited financial statements referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of Fiscal Year, commencing with the Borrower (or, in the case of financial statements for the fiscal year ending Fiscal Year ended December 31, 20152007, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of Fiscal Year, commencing with the Borrower (orFiscal Quarter ending March 31, in the case of financial statements for the fiscal quarters ended June 302008, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearthen current Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by a Financial Officer of the Borrower 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph 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 then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05, 6.07 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as soon as available, but in any event at least 15 Business Days prior to the end of each Fiscal Year, a copy of the forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for each Fiscal Quarter of the upcoming Fiscal Year, in form reasonably satisfactory to the Administrative Agent; (e) [Reserved]; (f) promptly promptly, but in any event within 10 Business Days after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary of its Subsidiaries with the SEC SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (f) promptly, but in any event within 10 Business Days after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiaries, or any audit of any of them; (g) promptly, but in any event within 10 Business Days after the occurrence thereof, notice of (i) the occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(d) and (ii) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(e); and (gh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiaryof its Subsidiaries, or compliance with the terms of any this Agreement or the other Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.01(a), (b) 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 date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address (on the date of this Agreement located at xxx.xxxxxxxxxxxxxx.xxx); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in writingevery instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeearnings, shareholders’ ' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeearnings, shareholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer certifying of the Borrower (i) certifying, to the knowledge of such Financial Officer after due inquiry, as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12, 6.13, 6.14 and 6.15 (and in the case of any delivery of financial statements under clause (a) above in respect of any fiscal year ending on or after July 31, 2005, of Excess Cash Flow for such fiscal year) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the 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); (e) [Reserved]at least 30 days prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected earnings 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, as 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 registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (g) within a reasonable time following any written request therefor, all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov (and a confirming electronic correspondence shall xxxx xxxx xxxxxxxed or caused to be delivered to the Lenders providing notice of such posting or availability); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Coopers & Xxxxxxx L.L.P. or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations of the financial covenants set forth in Sections 6.6 and 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements other materials filed (other 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-8excluding exhibits) filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoyear ended, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer one of its Finan­cial Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently consis­tently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph 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 then exists has occurred and, if a Default does then existhas 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 Financial Covenants stipulated pursuant to Section 5.09, and [iii] stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements theretofore delivered to Administrative Agent and Lenders and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [Intentionally Omitted]; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Govern­mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its share­holders generally, as the case may be; and (f) [Intentionally Omitted] (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted SubsidiarySubsidi­ary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. For purposes of subsections (a), (b), and (e) of this Section 5.01, the Borrower will be deemed to have furnished to the Administrative Agent and each Lender the information required by such subsections if it has publicly filed such information with the Securities Exchange Commission via the XXXXX Filing System and such information is publicly available.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another 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 (other than with respect to, or resulting from, (A) an upcoming maturity date unless such scope exception pertains to schedules that are outside the requirements of any Indebtedness occurring within one year from generally accepted auditing standards in the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodUnited States of America) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP applied consistently appliedwith the audited financial statements for the prior fiscal year (except as otherwise described in a certificate delivered pursuant to Section 5.01(c)); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated statements related statement of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and its statement of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of condensed footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09 and 6.10 and (iii) describing any change in GAAP or in the application thereof since the date of the audited financial statements for the prior fiscal year which has had a material effect on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. Any report, proxy statements or other material required to be delivered pursuant to clause (e) of this Section shall be deemed to have been furnished to each of the Administrative Agent and the Lenders on the date that such report, proxy statement or other material is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx; provided that the Borrower will furnish paper copies of such reports, proxy statements and materials to any Lender that requests, by notice to the Borrower, that the Borrower do so, until the Borrower receives notice from such Lender to cease delivering such paper copies.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings’ 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 paragraph (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) [Reserved]prior to the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or, in the event the Holdings becomes a publicly traded company, distributed by Holdings to its public stockholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request; and (h) in writingrespect of each fiscal month ending on or prior to the earlier of (i) the Transition Date and (ii) March 31, 2003, (A) within 30 days after the end of each of the first two fiscal months of each fiscal quarter of Holdings, a Financial Report for each such month and for the then elapsed portion of the fiscal year and (B) within 45 days after the end of the last fiscal month of each fiscal quarter of Holdings, a Financial Report for such fiscal month and for such fiscal quarter and for the then elapsed portion of the fiscal year.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower year, (or, in the case i) its Form 10-K containing its audited consolidated statement of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred condition and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive income, shareholders’ changes in stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (oryear, in the case its Form 10-Q containing its consolidated statement of financial statements for the fiscal quarters ended June 30, 2015 condition and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ changes in stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its the 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) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or and (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.12, 7.13, 7.14 and 7.15, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 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) 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) [Reserved]As soon as available and in any event within 30 days after filing thereof, copies of all quarterly FOCUS reports and notices of all material violations of rules and regulations of the Securities and Exchange Commission or any material securities exchange which the Borrower or any Subsidiary shall file with the Securities and Exchange Commission or any material securities exchange; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent for distribution to each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 120 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive income, shareholders’ changes in stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ changes in stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower 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 position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower, (i) certifying as to whether a any Default then exists andhas occurred and is continuing, if a Default does then exist, and specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) identifying any Subsidiary formed or acquired during the most recent fiscal quarter covered by such financial statements, and stating whether the Collateral and Guarantee Requirement has been satisfied in respect of such Subsidiary, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.14 and 6.15, (iv) stating whether any change in GAAP or in the application thereof has occurred since (A) with respect to the initial set of financial statements delivered hereunder, the date of the Borrower's most recent audited financial statements referred to in Section 3.04, and (B) thereafter, the date of the Borrower's most recent financial statements delivered pursuant to Section 5.01(a) or (b), and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (v) identifying any changes of the type described in Section 5.03(a) that have not been previously reported by the Borrower, (vi) setting forth the information required under Item 303 of Regulation S-K promulgated under the Exchange Act with respect to the periods covered by the financial statements delivered pursuant to clause (a) or clause (b) above and (vii) identifying any Prepayment Events that have occurred since the end of the previous fiscal quarter and setting forth a reasonably detailed calculation of the Net Proceeds received from any such Prepayment Events; (d) concurrently with any delivery of financial statements under clause (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 (which certificate may be limited to compliance with Sections 6.14 and 6.15 as of the end of the fiscal period to which such report relates and otherwise to the extent required by accounting rules, guidelines or practice) and (ii) a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Initial Funding Date or the date of the most recent certificate delivered pursuant to this clause (d); (e) [Reserved]no more than 30 days following the commencement of each fiscal year of the Borrower beginning January 1, 2008, detailed financial projections for such fiscal year (broken down by quarter and including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such projections and, promptly when available, any significant revisions of such projections; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements, registration statements and registration statements (other 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 andmaterials, if applicableany, any registration statement on Form S-8) filed by the Borrower or any Restricted Subsidiary with the SEC 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; and (g) promptly following any request therefor, such other information regarding the properties, operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or (including on behalf of any Lender Lender) may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 95 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously with the delivery of each set of consolidated financial statements referred to as promptly as practicable and in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) any event not later than five (i) 25 days after any delivery of financial statements under paragraph clause (a) or above and (ii) 10 days after any delivery of financial statements under clause (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 aggregate amounts of Consolidated Revenues, the portion of the aggregate amounts of Consolidated Revenues attributable to each Material Foreign Subsidiary and the Indenture Basket Amount as of the date of the balance sheet included in such financial statements and for the period of four fiscal quarters then ended and (B) demonstrating compliance with Sections 6.12, 6.13, 6.14 (and showing the effect of the exclusion from the financial statements of subsidiaries of the Borrower that are not Subsidiaries) and 6.15, (iii) setting forth any changes required to be made to Schedule 1.01(b) in order for the information set forth therein to be complete and correct as of the date of the balance sheet included in such financial statements (or stating that no such changes are required) and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2003) 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 a certificate of a Financial Officer under clause (c)(i) above, a certificate of the accounting firm that reported on such financial statements stating that, in connection with its audit, nothing has come to its attention that caused it to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of Article V, VI or VII of this Agreement (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (f) upon the earlier of (i) 10 business days following approval of such information by the board of directors of the Borrower and (ii) March 31 of each fiscal year of the Borrower, an annual budget of the Borrower and the Subsidiaries for such fiscal year; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at hxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered providing notice of such posting or availability); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower Borrowers will furnish to the Administrative Agent, Agent on behalf of each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orParent Borrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Parent Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orParent Borrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by 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 the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12, 6.13, 6.14 and 6.15 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent 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 under Sections 6.12, 6.13, 6.14 or 6.15 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) [Reserved]within 45 days after the commencement of each fiscal year of the Parent Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Parent Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, as the case may be; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 120 days after the end of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ members' equity and cash flows of the Borrower Company and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG Peat Marwick LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ members' equity and cash flows of the Company and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case 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 Responsible 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 the Borrower Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) aboveof this Section, a certificate of a Financial Responsible Officer (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.01, 7.06, 7.07, 7.10, 7.11 and 8.04, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered to the Administrative Agent pursuant hereto 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) [Reserved]promptly upon receipt, copies of all formal accountants' letters received by the Company's management in respect of the Company; (f) within 10 days after the end of each month, a reconciliation of the actual Project Costs expended during such month versus the budgeted amount thereof for such month as set forth in the Approved Budget, broken down by the following six categories: Space System Contract; O&M Contract; Terrestrial Network Development Contract; Debt Service and Other Financing Costs; Business Support Systems and Fixed Asset Expenditures; and Operating Expenditures, Satellite Insurance and Other; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Company or any Restricted Subsidiary of its Subsidiaries, with the SEC SEC, or with any national securities exchange, or distributed by the Company to its members generally; (h) promptly upon receipt, copies of any notice of default received by the Company or any of its Subsidiaries under any instrument or agreement evidencing or providing for Indebtedness (other than this Agreement) and any notice of acceleration of any such Indebtedness and, if the Company or any Subsidiary gives any such notice of default, a copy thereof simultaneously therewith; and (gi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiaryof its Subsidiaries, the Project (including, without limitation, information as to the Government Approvals required for the Development of the Project) or compliance with the terms of any Loan Documentthis Agreement and the other Credit Documents, as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year Fiscal Year, its audited consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet Fiscal Year and audited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes theretoFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP or another 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 (other than with respect to, or resulting from, (Aaudit) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or 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 as presenting fairly in all material respects the financial condition as of the end of and for such year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year, its consolidated balance sheet as of the Borrower (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet Fiscal Quarter and unaudited consolidated the related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows as of the end of for such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for 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 all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default then exists has occurred and is continuing and, if a Default does then existhas occurred 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 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 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) within 75 days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such Fiscal Year and setting forth the assumptions used in preparing such budget and an updated life of mine statistics for such Fiscal Year) and, promptly when available, any significant revisions of such budget; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by Holdings or the Borrower with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; and (gf) promptly as soon as practicable following any request therefor, such other information regarding the operationsoperations (including as to coal reserves), business affairs and financial condition of the Borrower or any Restricted Subsidiaryand its Subsidiaries in such detail as is commercially reasonably available to the Borrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may reasonably request request, in writingeach case, solely with respect to the Administrative Agent’s or Lender’s credit review of the Borrower and its Restricted Subsidiaries in connection with the Loan Financing Transactions contemplated by the Loan Documents.

Financial Statements and Other Information. The Borrower After the Closing Date, Holdings will furnish to the Administrative Agent, on behalf of Agent (with copies for each Lender:): (a) on or before the date that is one hundred and twenty-five (125) within 100 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Holdings and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that Holdings obligations under this paragraph (a) may be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower Holdings and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that Holdings obligations under this paragraph (b) may be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect theretothereto and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by Holdings or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, 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 Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (ge) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Holdings or any Restricted Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Documentthis Credit Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; or (ii) on which such documents are posted on Holdings 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) Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its own behalf request to Holdings 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) Holdings shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings 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. Holdings hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of Holdings hereunder (collectively, “Holdings Materials”) by posting Holdings Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non- public information with respect to the Credit Parties or their respective Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writinginvestment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Holdings 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 Holdings Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Holdings Materials as not containing any material non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Holdings Materials constitute Information, they shall be treated as set forth in Section 10.12); (y) all Holdings 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 Holdings 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 Holdings Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition as of the end of and for such year and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orHoldings, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers as presenting fairly in all material respects the consolidated 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 Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of Holdings' 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 paragraph (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) [Reserved]prior to the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material 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 registration statements (other 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) materials filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC 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; and, or, in the event the Holdings becomes a publicly traded company, distributed by Holdings to its public stockholders generally, as the case may be; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request; and (h) in writingrespect of each fiscal month ending on or prior to the earlier of (i) the Transition Date and (ii) March 31, 2003, (A) within 30 days after the end of each of the first two fiscal months of each fiscal quarter of Holdings, a Financial Report for each such month and for the then elapsed portion of the fiscal year and (B) within 45 days after the end of the last fiscal month of each fiscal quarter of Holdings, a Financial Report for such fiscal month and for such fiscal quarter and for the then elapsed portion of the fiscal year.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PricewaterhouseCoopers, LLC or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas 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 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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) [Reserved]; (f) promptly after the same become publicly available, copies (exclusive of exhibits unless such exhibits are requested under (f) below) of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 150 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows of the Borrower Parent and its Subsidiaries the Dutch Pledgor as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Deloitte & Touche LLP, or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Parent, the Borrower, the Dutch Pledgor and its Subsidiaries their respective consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ equity and cash flows of each of the Parent, the Borrower and the Dutch Pledgor as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of the Borrower’s Financial Officer Officers 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 the Parent, the Borrower and its Subsidiaries their respective 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) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower in the form of Exhibit H hereto (i) certifying as to whether a Default then exists has occurred and is continuing and, if a Default does then existhas occurred 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 6.10 and setting forth the computations necessary to determine the Applicable Rate and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments materials filed by the Parent, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any registration statement or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (to e) within 15 days after the extent such registration statementend of each calendar month, a detailed description of the Dutch Pledgor’s accounts receivable (prepared in the form it became effective, is delivered a manner reasonably acceptable to the Administrative Agent), exhibits to together with a summary specifying the name, address, other contact information and balance due for each account debtor in respect of such accounts, and any registration statement and, if applicable, any registration statement on Form S-8) filed other information reasonably requested by the Borrower Administrative Agent in connection therewith, all certified by one of the Borrower’s Financial Officers or any Restricted Subsidiary with their designee, which may include Parent’s Assistant Treasurer, as presenting fairly in all material respects the SEC or with any national securities exchangedescription of such receivables; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs affairs, assets and financial condition of the Parent, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request. Reports or financial information required to be delivered pursuant to Sections 5.01(a), 5.01(b) or 5.01(d) (to the extent any such financial statements, reports, proxy statements or other materials are included in writingmaterials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which Borrower or Parent posts such report or provides a link thereto on the Parent’s website on the internet; provided that Borrower shall provide paper copies to the Administrative Agent of the compliance certificates required by Section 5.01(c). Notwithstanding the foregoing, the Borrower shall provide paper copies to the Administrative Agent of the compliance certificates required by Section 5.01(c). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any financial statement referred to in Section 5.01 to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each LenderAgent for distribution to Lenders: (a) on or before the date that is one hundred and twenty-five within ninety (12590) days after the end of each fiscal year of the Borrower Ultimate Parent (or, in the case of financial statements for commencing with the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year2023), the audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries Ultimate Parent as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Ultimate Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty within forty-five (6045) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Ultimate Parent (or, in the case of financial statements for commencing with the fiscal quarters ended June 30quarter ending March 31, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter2024), unaudited the consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of Ultimate Parent as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of Ultimate Parent 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 the Borrower Ultimate Parent 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) simultaneously with within five (5) Business Days of the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Ultimate Parent or the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iii) with respect to any such certificate provided concurrently with delivery of financial statements covering fiscal quarters ending after March 31, 2024, setting forth reasonably detailed calculations demonstrating compliance with Section 6.11; (d) within ninety (90) days after the end of each fiscal year of Ultimate Parent, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of Ultimate Parent for the following fiscal year in form reasonably satisfactory to the Administrative Agent; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Ultimate Parent or any Restricted Subsidiary with the SEC 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 Ultimate Parent to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of the Borrower Ultimate Parent or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request and (y) 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 the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 5.01 shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System. Notwithstanding anything contained herein, in writingevery instance the Borrower shall be permitted to provide electronic copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Coopers & Lxxxxxx L.L.P., or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02 and 6.08 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a) affecting the Company 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments to the exhibits thereto and 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 or Form S-8S-8 or its equivalent) filed by the Borrower Company or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its stockholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf Agent, or on behalf of any Lender through the Administrative Agent, may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 105 days after the end of each fiscal year of the Borrower (orCompany, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ changes in stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orCompany, in its consolidated and, solely with respect to the case consolidation of financial statements for the fiscal quarters ended June 30Company and Holdings, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated consolidating balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance 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 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 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11, 6.12, 6.13 and 6.14 and setting forth reasonably detailed calculations of Excess Cash Flow for the periods covered thereby, (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 84 such certificate and (iv) as applicable, certifying as to the information required under Section 5.03(b); (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 and the preparation of which shall not require special procedures beyond those ordinarily employed in connection with such an examination conducted in accordance with generally accepted auditing standards); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower Company or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative either Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower or the Parent will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orParent, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholdersstockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orParent, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), its unaudited consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive incomeearnings, shareholdersstockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer one of its Responsible Officers 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 the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate Compliance Certificate of a Financial Responsible Officer of the Parent (i) certifying as to whether a Default then exists or Event of Default has occurred and, if a Default does then existor 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 7.1 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (e) [Reserved]; (fd) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials publicly filed by the Borrower Parent or any Restricted Subsidiary with the SEC or with distributed by the Parent to its shareholders generally (the “Materials”), as the case may be, provided, that such Materials shall be deemed to have been delivered to the Administrative Agent and each Lender under this Section 6.1(d) on the date such Materials have been posted on the SEC website (accessible through hxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such successor webpage of the SEC thereto); (e) upon reasonable request of the Administrative Agent (which request may be made no more than once during a 12-month period), the Parent and/or their Commonly Controlled Entities shall promptly make a request for those documents or notices described in Sections 101(k) or 101(l) of ERISA from the administrator or sponsor of any national securities exchangeMultiemployer Plan, and the Parent shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and (gf) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary, or in compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request request, subject to Section 10.17. Information required to be delivered pursuant to paragraphs (a), (b) and (c) shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent, or the Administrative Agent gives notice to the Lenders, as the case may be, that such information has been posted on the Parent’s website on the internet at the website address listed in writingsuch notice and accessible by the Lenders without charge or on the IntraLinks website (with customary e-mail notification of any such posting to the IntraLinks website); provided that the Borrower shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and (c) of this Section 6.1 to the Administrative Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent and each Lender: (a) on or before the date that is one hundred and twenty-five (125) within 90 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations and comprehensive incomeoperations, shareholders’ stockholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited its consolidated balance sheet and unaudited consolidated related statements of operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) 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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other 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) materials filed by the Borrower or any Restricted Subsidiary with the SEC Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (gf) promptly following any request therefortherefore, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of Agent (for delivery to each Lender:) and, with respect to paragraphs (a) on or before the date that is one hundred and twenty-five (125) within 180 days after the end of each fiscal year of the Borrower (orBorrower, in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), its audited consolidated balance sheet and audited consolidated related statements of operations revenues, expenses and comprehensive income, shareholders’ equity changes in net assets and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or another other independent 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 (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future periodaudit) 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) within 60 days after the end of each of the first three fiscal quarters of each the fiscal year of the Borrower Borrower, (or, in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90i) days after the end of such fiscal quarter), unaudited consolidated its balance sheet and unaudited consolidated related statements of operations revenues, expenses and comprehensive income, shareholders’ equity and cash flows changes in net assets as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer Officers 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 the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end yearend audit adjustments and the absence of footnotes, and (ii) its monthly report to its Governing Board for the last month of such fiscal quarter; (c) simultaneously concurrently with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit D hereto (i) certifying as to whether a Default then exists has occurred and, if a Default does then existhas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth in reasonable detail the calculations in Section 5.09 for the most recent four fiscal quarters, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under paragraph (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) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic its annual report and other reports, proxy statements and registration statements other materials distributed by the Borrower (other than amendments to i) in connection with 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 future bond issuances by the Borrower or any Restricted Subsidiary with (ii) to its investors or stakeholders generally; (f) promptly after Xxxxx’x or S&P shall have announced a change in the SEC rating established or with any national securities exchangedeemed to have been established for the Senior Debt, written notice of such rating change; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writingrequest.