Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will Maintain, and cause each Subsidiary to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent and each Lender: (a) As soon as available and, in any event, within 105 120 days after the end close of each fiscal year year, a copy of (x) the Borrower’s 10-K in respect of such fiscal year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows (y) (i) the Borrower’s Consolidated Balance Sheet as of the end of such fiscal year, and for (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows, as of and through the end of such fiscal year, setting forth in each case in comparative form the corresponding figures for in respect of the previous fiscal year, all reported on in reasonable detail, and accompanied by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its consolidated Subsidiaries on a consolidated basis Borrower’s auditors, which report shall state that (A) such auditors audited such financial statements, (B) such audit was made in accordance with GAAP consistently appliedgenerally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said financial statements have been prepared in accordance with GAAP; (b) As soon as available, and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year year, a copy of (x) the Borrower’s 10-Q in respect of such fiscal quarter, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows (y) (i) the Borrower’s Consolidated Balance Sheet as of the end of and for such fiscal quarter and (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for (A) such quarter and (B) the period from the beginning of the then elapsed portion current fiscal year to the end of the fiscal yearsuch quarter, setting forth in each case in comparative comparable form with 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 one of its Financial Officers as presenting fairly in all material respects the financial condition reasonable detail and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis prepared in accordance with GAAP consistently applied, (without footnotes and subject to normal year-end audit adjustments and the absence of footnotesadjustments); (c) concurrently Simultaneously with any the delivery of the financial statements under clause required by clauses (a) or and (b) above, a certificate of a Financial Officer the chief financial officer or treasurer of the Borrower certifying that no Default or Event of Default shall have occurred or be continuing or, if so, specifying in such certificate all such Defaults and Events of Default, and setting forth computations in reasonable detail demonstrating compliance with Sections 8.1 and 8.9. (d) Prompt notice upon the Borrower becoming aware of any change in a Pricing Level; (e) Promptly upon becoming available, copies of all regular or periodic reports (including current reports on Form 8-K) which the Borrower or any Subsidiary may now or hereafter be required to file with or deliver to the Securities and Exchange Commission, or any other Governmental Authority succeeding to the functions thereof, and copies of all material news releases sent to all stockholders; (f) Prompt written notice of: (i) certifying as any citation, summons, subpoena, order to whether show cause or other order naming the Borrower or any Subsidiary a Default has occurred andparty to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, if and include with such notice a Default has occurredcopy of such citation, specifying the details thereof and any action taken summons, subpoena, order to show cause or proposed to be taken with respect theretoother order, (ii) setting forth any lapse or other termination of any license, permit, franchise or other authorization issued to the Borrower or any Subsidiary by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any license, permit, franchise or other authorization, and (iv) any dispute between the Borrower or any Subsidiary and any Governmental Authority, which lapse, termination, refusal or dispute, referred to in clause (ii), (iii) or (iv) above, could reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 be expected to have a Material Adverse effect; (g) Prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default and (iii) stating whether each Material Adverse change; (h) Promptly upon receipt thereof, copies of any change audit reports delivered in GAAP or in connection with the application thereof which has affected or will affect the Borrower’s financial statements 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 certificate7.7(a); (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the 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; (e) promptly following any request therefor, (i) From time to time, such other information regarding the operations, financial position or business affairs and financial condition of the Borrower or any Subsidiary, or compliance with and the terms of this Agreement, Subsidiaries as the Administrative Agent or Agent, at the request of any Lender Lender, may reasonably request request; and (j) Prompt written notice of such other information with documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (ii) information and documentation including, without limitation, the USA Patriot Act), as from time to time may be reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender.

Financial Statements and Other Information. The Borrower will furnish deliver to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the annual audited financial statements for such Fiscal Year for the Borrower and its audited Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operationsincome, stockholderspartners’ equity and cash flows as (together with all footnotes thereto) of the end of Borrower and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and reported on by Ernst & Young KPMG LLP or other independent public accountants of nationally recognized national standing (without a “going concern” or like qualification qualification, exception or exception explanation and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its consolidated Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP consistently appliedand that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within fifty (50) 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year any Fiscal Year of the Borrower, its an unaudited consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in quarter and the case corresponding portion of the balance sheet, as of the end of) the Borrower’s previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesFiscal Year; (c) concurrently with any the delivery of the financial statements under clause referred to in clauses (a) or and (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred Compliance Certificate; and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, Subsidiary as the Administrative Agent or any Lender may reasonably request request. So long as the Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, the Borrower’s obligation to deliver the financial statements referred to in clauses (a) and (iib) information shall be deemed satisfied upon the filing of such financial statements in the XXXXX system and documentation reasonably requested the giving by the Borrower of notice to the Lenders and the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including as to the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date public availability of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to source (which notice may be included in the Compliance Certificate delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (dc) above), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and each LenderHolder of Securities: (ai) prior to the occurrence of a Qualified IPO, as soon as available and in any event within 105 30 days after the end of each of the first two fiscal months of each fiscal quarter, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of each such month, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such month, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (ii) as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of such quarter, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of year, the Borrower, its audited consolidated and consolidating balance sheet sheets of Holdings and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal year, and the related audited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by Ernst & Young a report and opinion thereon of BDO USA, LLP or other another firm of independent certified public accountants of recognized national standing standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards (without a which report and opinion for fiscal years 2016 and later, shall not be subject to any “going concern” or like qualification qualification, exception or exception explanation), which report and without opinion shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from and in the case of such consolidating financial statements, certified by a maturity Responsible Officer of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 appliedHoldings; (biv) within fifty together with the financial statements required pursuant to Sections 8(a)(i), (50ii) days after the end and (iii), a compliance certificate of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows a Responsible Officer as of the end of and for such fiscal quarter and the then elapsed portion applicable accounting period (which delivery may, unless the Holders of at least a majority in aggregate principal amount of the outstanding Securities request executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit A (a “Compliance Certificate”); (v) a financial forecast for Holdings and its Subsidiaries for each fiscal year, setting forth in each case in comparative form including forecasted balance sheets, statements of income and cash flows of Holdings and its Subsidiaries (all of which shall be delivered (i) prior to the figures for the corresponding period or periods occurrence of (ora Qualified IPO, in the case not later than January 31 of the balance sheet, as of the end of) the previous such fiscal year, all certified and (ii) on or after the occurrence of a Qualified IPO, to the Collateral Agent solely upon request by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations Collateral Agent (at the direction of the Borrower and its consolidated Subsidiaries on a consolidated basis Required Holders (as defined in accordance with GAAP consistently appliedthe Collateral Agency Agreement))), subject to normal year-end audit adjustments and in each case, as customarily prepared by management of the absence of footnotesObligors for their internal use; (cvi) concurrently with promptly, and in any delivery event within five (5) Business Days after receipt thereof by an Obligor, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Issuer may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 other operational results of such change on the financial statements accompanying such certificateObligor; (dvii) promptly after following the same become publicly availablerequest of the Holders of at least 25% in principal amount of outstanding Securities at any time, proof of Issuer’s compliance with Section 9(r); (viii) prior to the occurrence of a Qualified IPO, within five (5) days of delivery, copies of all periodic statements, reports and other reportsnotices (including board kits) made available to holders of Issuer’s Equity Interests; provided that any such material may be redacted by Issuer to exclude information relating to any Holder of Securities (including Issuer’s strategy regarding the Securities); (ix) notice at the time Issuer, proxy statements and other materials filed by the Borrower Holdings or any Subsidiary with the SEC, of Issuer or Holdings issues any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationEquity Interest; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and for distribution to each Lender: (a) within 105 As soon as available, but in any event in accordance with then-applicable Requirements of Law and not later than 90 days after the end close of each of its fiscal year years, audited consolidated financial statements of the BorrowerBorrower and its Subsidiaries for such fiscal year, including its audited consolidated balance sheet as at the end of such fiscal year and related consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such 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 previous fiscal year, all reported on and prepared in accordance with GAAP and accompanied by Ernst & Young an unqualified (as to going concern or other the scope of the audit) opinion of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditstanding, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such which opinion is delivered) to the effect shall state that such consolidated audit was conducted in accordance with generally accepted auditing standards and said financial statements present fairly present, in all material respects respects, the financial condition and results of operations operation of the Borrower and its consolidated Subsidiaries on a consolidated basis as at the end of, and for, such fiscal year in accordance with GAAP consistently applied;. (b) within fifty (50) As soon as available, but in any event in accordance with then-applicable Requirements of Law and not later than 45 days after the end close of each of the first three fiscal quarters of each of its fiscal year years, unaudited consolidated financial statements of the BorrowerBorrower and its Subsidiaries for such fiscal quarter, including its consolidated unaudited balance sheet sheets as at the end of such fiscal quarter and related consolidated unaudited statements of operationsincome, 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 one the chief financial officer or chief accounting officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as at the end of, and for, the period covered thereby 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 financial statements referred to in Sections 5.01(a) and 5.01(b), a certificate of the chief financial officer or chief accounting officer of the Borrower in the form of Exhibit F (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 6.05 as of the date of such financial statements and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. (d) If, as of the last day of any fiscal period of the Borrower, (i) any of the consolidated Subsidiaries of the Borrower have been designated as Unrestricted Subsidiaries, then concurrently with any delivery of financial statements under clause (aSection 5.01(a) or (b) above5.01(b), as applicable, a certificate of a Financial Officer setting forth consolidating spreadsheets that show all consolidated Unrestricted Subsidiaries and the eliminating entries, and (ii) the Borrower does not have an Investment Grade Rating, then concurrently with any delivery of financial statements under Section 5.01(a) or 5.01(b), as applicable, a certificate of a Financial Officer certifying that, except as disclosed in the Borrower’s filings with the SEC, in the Borrower’s judgment, there are no actions at law or in equity pending or, to the Knowledge of the Borrower, threatened involving the likelihood of any judgment or liability against the Borrower or any Subsidiary which would reasonably be expected to have a Material Adverse Effect. (e) As soon as possible and in any event within ten (10) Business Days after the Borrower has Knowledge that any of the events or conditions specified below has occurred or exists with respect to any Plan or Multiemployer Plan, a statement, signed by a Financial Officer, describing said event or condition and the action which the Borrower or applicable member of the Controlled Group proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to the PBGC by the Borrower or applicable member of the Controlled Group with respect to such event or condition): (i) certifying as the occurrence of any Reportable Event with respect to whether any Plan, or any waiver shall be requested under Section 412(c) of the Code for any Plan, (ii) the distribution under Section 4041(c) of ERISA of a Default has occurred andnotice of intent to terminate any Plan, if a Default has occurred, specifying the details thereof and or any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary member of the Controlled Group to terminate any Plan under Section 4041(c) of ERISA, (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any member of the Controlled Group of a notice from any Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan, (iv) the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any member of the Controlled Group that could reasonably be expected to result in liability of the Borrower or such member under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) having a Material Adverse Effect, or the receipt by the Borrower or any member of the Controlled Group of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA, (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Borrower or any member of the Controlled Group to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days, or (vi) the adoption of an amendment to any Plan that would result in the loss of tax exempt status of the trust of which such Plan is a part if the Borrower or any member of the Controlled Group fails to timely provide security to the Plan in accordance with the provisions of said Sections. (f) Promptly upon the filing thereof, copies of all registration statements (other than Form S-8 or any similar form) and annual (other than Form 11-K or any similar form), quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the SEC. (g) Promptly upon the furnishing thereof to all shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so furnished. (h) Promptly upon receipt thereof, one copy of each written audit report submitted to the Borrower or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed Subsidiary by the Borrower to its shareholders generally, as the case may be; (e) promptly following any request therefor, independent accountants resulting from (i) such other information regarding any annual or interim audit submitted after the operationsoccurrence and during the continuance of a Default or Event of Default and (ii) any special audit submitted at any time, business affairs and financial condition in each case, made by them of the books of the Borrower or any Subsidiary. (i) As soon as available and in any event not later than April 30 of each calendar year, an audit report of the producing properties of the Borrower and its Subsidiaries prepared by an independent firm of petroleum engineers (or compliance prepared internally by the Borrower and audited by an independent firm of petroleum engineers) and in form, substance and detail as required by the SEC. (j) Promptly, and in any event within five (5) Business Days after an Authorized Officer obtains Knowledge thereof, notice of the occurrence of a Default or Event of Default, specifying the nature thereof and what action the Borrower proposes to take with respect thereto. (k) Promptly, and in any event within ten (10) Business Days, after an Authorized Officer obtains Knowledge thereof, the terms commencement of this Agreementany litigation, arbitration or governmental proceeding against the Borrower or any Subsidiary which, in the opinion of the Borrower’s management, if adversely determined, would have or would reasonably be expected to have a Material Adverse Effect. (l) Such other information (including nonfinancial information) as the Administrative Agent or any Lender may from time to time reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents or information required to be delivered or provided pursuant to clauses (aSection 5.01(a), (b), (e), (f) and (dg) of this Section 5.01 (to the extent any such documents or information 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 the materials containing such documents or information, or provides a link thereto, on the Borrower’s website on the Internet; or (ii) on which such documents are filed for public availability posted on the SECBorrower’s Electronic Data Gathering and Retrieval System; provided thatbehalf on an Internet or intranet website, except if any, to which each Lender has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in the case of clause (d), every instance the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and required to provide to the Administrative Agent (whether by hand delivery, facsimile transmission or electronic mail electronic versions mail) copies of the certificates of the Borrower’s chief financial officer or chief accounting officer required by Sections 5.01(b) and (i.e., soft copies) of such documentsc).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within 105 45 days after the end of the first three fiscal quarters of each fiscal year (or 60 days, in the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 120 days after the end of each fiscal year year, the consolidated balance sheets of Borrower and its Subsidiaries as of the Borrowerend of such fiscal year, its audited and the related consolidated balance sheet and related statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP consistently applied, all reported on in reasonable detail, accompanied by Ernst & Young a report and opinion thereon of KPMG LLP or other another firm of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception acceptable to the Lenders, which report and without opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (c) together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate”), which Compliance Certificate shall include details of any issues that are material that are raised by auditors and evidence reasonably satisfactory to the Majority Lenders of compliance with Section 10; (i) promptly upon receipt thereof copies of all letters of representation signed by an Obligor to its auditors and (ii) copies of all auditor reports delivered for each fiscal year delivered no more frequently than annually; (e) as soon as available but in any event within fifty (50) 45 days after following the end of each of fiscal year, a consolidated financial forecast for Borrower and its Subsidiaries for the first three following five fiscal quarters of each fiscal year of the Borroweryears, its including forecasted consolidated balance sheet and related sheets, consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSubsidiaries; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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; (df) promptly after the same become publicly availableare released, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may bepress releases; (eg) promptly following promptly, and in any request thereforevent within five Business Days after receipt thereof by an Obligor thereof, (i) copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other information regarding the operationsoperational results of such Obligor except where such investigation, business affairs and financial condition of the Borrower possible investigation or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may inquiry would not reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationbe expected to have a Material Adverse Effect; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmissionh) the Administrative Agent of the filing of any such documents information regarding insurance maintained by Borrower and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsits Subsidiaries as required under Section 8.05.

Financial Statements and Other Information. (a) The Borrower will furnish Company shall deliver, to SAIF, GSHS and to each Shareholder (other than OCP), for so long as such Shareholder holds at least 5% of the Administrative Agent issued and each Lenderpaid up Equity Share capital of Company on a fully diluted basis: (ai) within 105 sixty (60) calendar days after the end of each fiscal year of the BorrowerCompany, its an audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows the Company as of at the end of such year and audited statements of income and of cash flows of the Company for such year, certified by certified public accountants, and prepared in accordance with generally accepted accounting principles consistently applied (except as noted) and setting forth in each case in comparative form the figures for from the previous fiscal year, with an explanation of any unusual difference between them, all reported on in reasonable detail. Such financial statements shall be accompanied by Ernst & Young or other a report and opinion thereon by independent public accountants of recognized national international standing (without selected by the Company’s Board of Directors and a “going concern” or like qualification or exception and without report by management with a discussion of the Company’s business, including any qualification or exception as to changes in the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the Company’s financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedany significant business developments; (bii) within fifty thirty (5030) calendar days after the end of each of the first three fiscal quarters of first, second and third quarterly accounting periods in each fiscal year of the BorrowerCompany, its consolidated an unaudited balance sheet and related statements of operations, stockholders’ equity and cash flows the Company as of at the end of such quarter and unaudited statements of income and of cash flows of the Company for such quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied with the exception that no notes need be attached to such fiscal quarter statements and the then elapsed portion of the fiscal year-end adjustment need not have been made, and 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) from the previous fiscal year, with an explanation of any material differences between them. Such financial statements shall be accompanied by a report by management with a discussion of the Company’s business, including any changes in the Company’s financial condition and any significant business developments; (iii) as soon as available, but in any event no less than thirty (30) calendar days prior to the commencement of each new fiscal year, an annual budget and operating plans for such fiscal year (and as soon as available, subsequent revisions thereto) to be approved by the Board of Directors; (iv) as soon as available, but in any event no less than fifteen (15) calendar days following the close of such monthly financial period, monthly financial statements, and, with reasonable promptness, all certified such other information and data pertaining to the Company and its affairs as SAIF and GSHS may from time to time reasonably request; provided that the cost and expenses relating and incidental to preparation of such other information and data shall be borne by one the Party requesting the same; and (v) such other notices, information and data with respect to the Company as the Company transmits to the holders of its Financial Officers capital stock at the same time it transmits such items to such holders. (b) So long as presenting OCP holds: (i) at least 25% of the Series O Preference Shares issued to it under the OCP Subscription Agreement or such number of Equity Shares into which such holding of Series O Preference Shares have been converted, the Company shall deliver to OCP, the financial statements as mentioned in Section 10.2 (a)(iii) and Section 10.2 (a)(iv) in the manner given therein. (ii) at least 50% of the Series O Preference Shares issued to it under the OCP Subscription Agreement or such number of Equity Shares into which such holding of Series O Preference Shares have been converted, the Company shall also deliver to OCP, the financial statements as mentioned in Section 10.2 (a)(i) and Section 10.2 (a)(ii) in the manner given therein. (c) The financial statements delivered pursuant to Sections 10.2(a)(ii) shall be accompanied by a certificate of the Company CEO and chief financial officer stating that such statements have been prepared in accordance with generally accepted accounting principles consistently applied (except as noted) and fairly in all material respects present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and Company at the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details date thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in for the application thereof which has affected or will affect the Borrower’s financial statements 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;periods covered thereby. (d) promptly after The quarterly operating budget for the same become publicly available, copies Company will be provided to the Board thirty (30) calendar days prior to the beginning of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all each of the functions of said commission, or with any national securities exchange, or distributed by Company’s quarters to which the Borrower to its shareholders generally, as the case may be;budget relates for approval. (e) promptly following any request thereforThis Section, (i) such other information regarding the operations, business affairs and financial condition all of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so deliveredprovisions herein, shall be deemed to have been delivered on terminate upon the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsIPO.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within 105 45 days after the end of the first three fiscal quarters of each fiscal year (or 60 days, in the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent, Borrower and their Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present the financial condition of Parent, Borrower and their Subsidiaries as at such date and the results of operations of Parent, Borrower and their Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 120 days after the end of each fiscal year year, the consolidated balance sheets of Parent, Borrower and their Subsidiaries as of the Borrowerend of such fiscal year, its audited and the related consolidated balance sheet and related statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Parent, Borrower and their Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP consistently applied, all reported on in reasonable detail, accompanied by Ernst & Young a report and opinion thereon of KPMG LLP or other another firm of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception acceptable to the Lenders, which report and without opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (c) together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate”), which Compliance Certificate shall include details of any issues that are material that are raised by auditors and evidence reasonably satisfactory to the Majority Lenders of compliance with Section 10; (i) promptly upon receipt thereof copies of all letters of representation signed by an Obligor to its auditors and (ii) copies of all auditor reports delivered for each fiscal year delivered no more frequently than annually; (e) as soon as available but in any event within fifty (50) 45 days after following the end of each of fiscal year, a consolidated financial forecast for Parent, Borrower and their Subsidiaries for the first three following five fiscal quarters of each fiscal year of the Borroweryears, its including forecasted consolidated balance sheet and related sheets, consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearParent, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the 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 footnotestheir Subsidiaries; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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; (df) promptly after the same become publicly availableare released, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may bepress releases; (eg) promptly following promptly, and in any request thereforevent within five Business Days after receipt thereof by an Obligor thereof, (i) copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other information regarding the operationsoperational results of such Obligor except where such investigation, business affairs and financial condition of the Borrower possible investigation or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may inquiry would not reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationbe expected to have a Material Adverse Effect; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmissionh) the Administrative Agent of the filing of any such documents information regarding insurance maintained by Parent, Borrower and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstheir Subsidiaries as required under Section 8.05.

Financial Statements and Other Information. The Borrower Issuer will furnish to the Administrative Agent and each LenderHolders and, if applicable, the Collateral Agent: (ai) as soon as available and in any event within 105 150 days after the end of each fiscal year of the BorrowerFiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all certified by one of its Responsible Officers and reported on by Ernst & Young or other independent public accountants of recognized national standing acceptable to the Tranche B Requisite Holders (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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Issuer and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (bii) as soon as available and in any event within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerFiscal Quarter, its consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows operations as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year and the related statements of cash flows and stockholders’ equity 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 ofof such period) the previous fiscal yearFiscal Year, all certified by one of its Financial Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Issuer and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal recurring year-end audit adjustments and the absence lack of footnotes;; and (ciii) concurrently with any delivery of the Issuer’s financial statements under clause (aSection 5.1(b)(i) or (bSection 5.1(b)(ii) above, a certificate of a Financial Responsible Officer of the Borrower (i) Issuer, certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent sufficient copies for each Lender of the following (it being agreed that the obligation of the Borrower to furnish the financial statements, reports, information and each Lender:documents referred to below (other than the certificate referred to in clause (c) below) may be satisfied by the Borrower’s delivery to, or filing such statements, reports, information and documents with, the SEC via the XXXXX filing system (or any successor system thereto)): (a) within 105 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows and retained earnings as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent registered public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows and retained earnings as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its the President of the Borrower or a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of the President of the Borrower or of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Section 7.05, and (iii) stating whether any material change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the later to occur of (x) the date of the audited financial statements referred to in Section 3.04 4.04 and (y) the date of the last certificate furnished pursuant to this Section 6.01(c), and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, and as the Administrative Agent or any Lender may reasonably request, copies of all periodic and other reports, proxy statements and other materials filed under the Securities Exchange Act of 1934 or any successor statute by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionthe SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, as the Administrative Agent or any Lender may reasonably request; (e) promptly after the same becomes publicly available, notice of any change in the Borrower’s Issuer Ratings, which notice may be satisfied if the information is included in the Disclosed Matters; and (f) 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 Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulationsrequest, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), that the Borrower shall notify (which may not be by telecopy required to furnish information relating to American Savings Bank, F.S.B. if such disclosure may, in the Borrower’s reasonable judgment, compromise or electronic transmission) the Administrative Agent of the filing of any such documents and provide adversely affect American Savings Bank, F.S.B.’s competitive position in relation to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsand the Lenders.

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent and each Lender: (a) within 105 days the information described in this Section 8.01; provided that, after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate consummation of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred andQualified IPO, if a Default has occurredany document, specifying the details thereof and any action taken report, proxy, registration statement or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents statement required to be delivered pursuant to clauses (ab), (bc), (g) and (dh) of this Section 5.01 below (to the extent any such document, report, proxy, registration statement or financial statement is required to be reported pursuant to the Exchange Act and included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date on which such documents materials are filed for public availability publicly available as posted on the SEC’s Electronic Data Gathering Gathering, Analysis and Retrieval Systemsystem (XXXXX). (a) Until the consummation of a Qualified IPO has occurred (at which time this clause (a) shall cease to be of any force or effect), as soon as available and in any event within thirty (30) days after the end of each calendar month of each fiscal year (other than the last month of each fiscal quarter and each fiscal year), (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such calendar month, and (ii) the related consolidated statements of income, shareholders’ (or members’) equity and cash flows of the Borrower and its Subsidiaries for such calendar month and the portion of the Borrower’s fiscal year through the end of such month, in each case, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a certificate of a Responsible Officer of the Borrower stating that (x) such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Subsidiaries for the period ended on such date have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes. (b) As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter of each fiscal year (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a copy of management’s discussion and analysis with respect to such financial statements and a certificate of a Responsible Officer of the Borrower stating that (x) such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Subsidiaries for the period ended on such date have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes. (c) As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year (other than the 2019 fiscal year, which shall be furnished no later than September 30, 2020) (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of Ernst & Young or another firm of independent certified public accountants of recognized national standing reasonably acceptable to the Lenders which report and opinion shall be prepared in accordance with GAAP; provided thatthat such opinion shall not be subject to (x) a “going concern” or like qualification or exception in two (2) consecutive fiscal years commencing with the opinion for the 2019 fiscal year or (y) any qualification or exception as to the scope of such audit. (d) Together with the financial statements required pursuant to Sections 8.01(a), except 8.01(b) and 8.01(c), a compliance certificate delivered by the chief financial or accounting Responsible Officer of the Borrower as of the end of the applicable accounting period or calendar month, as applicable, substantially in the case form of clause Exhibit E (da “Compliance Certificate”) including, with respect to the financial statements delivered pursuant to Section 8.01(c), details of any issues that are material that are raised by the Borrower’s auditors and setting forth reasonably detailed calculations demonstrating compliance with Section 10. (e) After being prepared by the Borrower and approved by its Board, each consolidated financial forecast for the Borrower and its Subsidiaries for the fiscal years to which such forecast relates. (f) As soon as available and in any event no later than ninety (90) days following the end of each fiscal year of the Borrower, copies of an annual budget (or equivalent) for the Borrower and its Subsidiaries, approved by the Borrower’s Board, for the then-current fiscal year, in form or presentation reasonably satisfactory to the Lenders, accompanied by a certificate of the chief financial officer of the Borrower certifying that (i) such budget was prepared by the Borrower in good faith and (ii) the Borrower had at the time of preparation of the budget, and at all times thereafter (including on and as of the date of delivery of such budget to the Lenders) has continued to have, a reasonable basis for all assumptions contained in such budget and such budget was prepared in accordance with, and based upon, such assumptions. (g) Promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any of its Subsidiaries, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which the Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any such Subsidiary. (h) Within five (5) Business Days after delivery, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which the Borrower or any such Subsidiary, as applicable, may become subject from time to time. (i) The information regarding insurance maintained by the Borrower and its Subsidiaries as required under Section 8.05. (j) As soon as possible and in any event within five (5) Business Days after the Borrower obtains knowledge of any filed or written Claim related to any Product or inventory involving more than $1,000,000, written notice thereof from a Responsible Officer of the Borrower which notice shall notify include a statement setting forth details of such Claim. (which may be by telecopy k) Within twenty-one (21) days following the end of each calendar month, evidence satisfactory to the Administrative Agent, based upon the Borrower’s bank account statements, that the Borrower is in compliance with the financial covenants set forth in Section 10. (l) Such other information respecting the operations, properties, business, liabilities or electronic transmissioncondition (financial and otherwise) of the Borrower and each of its Subsidiaries (including with respect to the Collateral) as the Administrative Agent of the filing of or any such documents and provide Lender may from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstime reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLenders: (a) as soon as available and in any event within 105 5 days after following the date Borrower files Form 10-Q with the SEC, the consolidated and consolidating balance sheets of the Obligors as of the end of each fiscal year of such quarter, and the Borrower, its audited related consolidated balance sheet and related consolidating statements of operationsincome, stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year; (b) as soon as available and in any event within 5 days following the date Borrower files Form 10-K with the SEC, the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated and consolidating statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by a report and opinion thereon of Ernst & Young LLP or other another firm of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception reasonably acceptable to the Lenders, which report and without opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (c) together with the financial statements required pursuant to Sections 8.01(a) and (b) within fifty (50) days after the end ), a compliance certificate of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for 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, all purposes) in the case form of the balance sheet, as Exhibit E (a “Compliance Certificate”) including details of the end of) the previous fiscal year, all certified any issues that are material that are raised by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificateauditors; (d) promptly after the same become publicly availableupon receipt thereof, copies of all periodic letters of representation signed by an Obligor to its auditors and copies of all auditor reports delivered for each fiscal quarter; (e) as soon as available following the end of each fiscal year, a consolidated condensed financial forecast for Borrower and its Subsidiaries for the following three fiscal years (inclusive of the then current fiscal year), including forecasted consolidated condensed balance sheets, statements of income, and cash flows of Borrower and its Subsidiaries; provided, that such financial forecasts shall be provided for informational purposes only and Lenders acknowledge that Borrower makes no representations or warranties concerning the accuracy or completeness of such financial forecasts other reportsthan that Borrower has prepared such financial forecasts in good faith; and, proxy statements provided further, that such financial forecasts may include material, non-public information and that Lenders must comply with applicable securities laws in connection with the receipt of any such information; (f) promptly, and in any event within five Business Days after receipt thereof by an Obligor thereof, copies of each notice or other materials correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor; (g) the information regarding insurance maintained by Borrower and its Subsidiaries as required under Section 8.05; (h) within 5 days of filing, provide access (via posting and/or links on Borrower’s website) to all reports on Form 10-K and Form 10-Q filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, the SEC or with any national securities exchange; and within 5 days of filing, provide notice and access (via posting and/or links on Borrower’s website) to all reports on Form 8-K filed with the SEC, and copies of (or distributed access to, via posting and/or links on Borrower’s website) all other reports, proxy statements and other materials filed by Borrower with the Borrower SEC, any Governmental Authority succeeding to its shareholders generally, as the case may be; (e) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower functions of the SEC or with any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationnational securities exchange; and (fi) concurrently promptly following Lenders’ request at any time, proof of Borrower’s compliance with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsSection 10.03. Documents required to be delivered pursuant to clauses (a), Section 8.01(a) or (b) and or referred to in Section 8.02(h) (dto the extent any such documents are included in materials otherwise filed with the SEC) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website; (ii) on which such documents are filed for public availability posted on the SECBorrower’s Electronic Data Gathering and Retrieval Systembehalf on an Internet or intranet website, if any, to which each Lender has access (whether a commercial, third party website or whether sponsored by the Lenders); provided that, except in the case of clause or (d), iii) on which the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent provides notice of the filing of any such documents and provide to with the Administrative Agent SEC by electronic mail electronic versions (i.e., soft copies) of such documentsmessage to the Lenders in accordance with Section 12.02.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower Holdco will furnish to the Administrative Agent and (which, except as otherwise provided below with respect to subsections (a), (b) or (e), the Administrative Agent shall promptly furnish to each Lender:): (a) within 105 120 days after the end of each fiscal year of the BorrowerHoldco, its audited consolidated Consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of internationally recognized national standing (without in a “going concern” or like qualification or exception manner complying with the applicable rules and without any qualification or exception as to regulations promulgated by the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 appliedSEC; (b) (i) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldco, its consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the related statements of operations and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with to GAAP consistently applied, (subject to the absence of footnotes, audit and normal year-end audit adjustments adjustments) on behalf of Holdco by the chief financial officer or the chief accounting officer of Holdco or a Designated Officer and (ii) as and when filed with the SEC, for any of the first three fiscal quarters of each fiscal year of Holdco, the statement of income of Holdco for such fiscal quarter, certified as to GAAP (subject to the absence of footnotes, audit and normal year-end adjustments) on behalf of Holdco by the chief financial officer or the chief accounting officer of Holdco or a Designated Officer; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate on behalf of Holdco signed by the chief financial officer or the chief accounting officer of Holdco or a Financial Designated Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating whether Holdco was in compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificate5.09; (d) promptly within five Business Days after any Responsible Officer obtains knowledge of any Default, if such Default is then continuing, a certificate on behalf of Holdco signed by a Responsible Officer of Holdco or a Designated Officer setting forth, in reasonable detail, the same become publicly available, copies of all periodic nature thereof and other reports, proxy statements and other materials filed by the Borrower action which Holdco is taking or any Subsidiary proposes to take with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may berespect thereto; (e) promptly following upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and any request thereforregistration statements on Form S-8 or its equivalent), final reports on Forms 10-K, 10-Q and 8-K (ior their equivalents) and proxy statements which Covidien Ltd., Holdco or the Borrower shall have filed with the SEC; (f) promptly upon any Responsible Officer obtaining knowledge of the commencement of any Reportable Action, a certificate on behalf of Holdco specifying the nature of such Reportable Action and what action Holdco or the applicable Subsidiary is taking or proposes to take with respect thereto; and (g) from time to time, upon reasonable notice, such other information regarding the operations, financial position or business affairs of Holdco and financial condition of the Borrower or any Subsidiaryits Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to clauses subsections (a), (b) and or (de) of this Section 5.01 above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date date (i) on which Holdco posts such documents, or provides a link thereto on Holdco’s website on the Internet at xxx.xxxxxxxx.xxx, or at xxx.xxx/xxxxx/xxxxxxxx.xxx; or (ii) on which such documents are filed for public availability posted on the SECHoldco’s Electronic Data Gathering and Retrieval System; provided thatbehalf, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide delivered to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsHoldco in accordance with Section 10.15.

Financial Statements and Other Information. The Borrower Each of Goodyear and the European J.V. will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 110 days after the end of each fiscal year of the Borroweryear, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers or other independent public 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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Goodyear and its consolidated Consolidated Subsidiaries on a consolidated basis or of the European J.V. and its Consolidated Subsidiaries, as the case may be, in accordance with GAAP consistently applied; (b) as soon as available and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borroweryear, its consolidated balance sheet and related statements of operationsincome, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or the Borrower European J.V. and its consolidated Subsidiaries J.V. Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently other than in connection with any the delivery of financial statements for the fiscal period ended March 31, 2007, not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Goodyear or the Borrower European J.V., as the case may be, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 Section 6.09 at the end of the period to which such financial statements relate and 6.11 for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.04 the delivery of any such financial statements, since December 31, 2006) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the 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; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The U.S. Borrower will furnish to the Administrative Agent and each Lender:(which will promptly furnish such information to the Lenders in accordance with it’s customary practice): (a) within 105 ninety (90) days after the end of each fiscal year of the U.S. Borrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and reasonably acceptable to the Agent (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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly fairly, in all material respects respects, the financial condition position and results of operations of the U.S. 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 footnotesadjustments; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent sufficient copies for each Lender of the following (it being agreed that the obligation of the Borrower to furnish the financial statements, reports, information and each Lender:documents referred to below (other than the certificate referred to in clause (c) below) may be satisfied by the Borrower’s delivery to, or filing such statements, reports, information and documents with, the SEC via the XXXXX filing system (or any successor system thereto)): (a) within 105 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows and retained earnings as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent registered public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows and retained earnings as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its the President of the Borrower or a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of the President of the Borrower or of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 7.05 and 6.11 7.06, and (iii) stating whether any material change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the later to occur of (x) the date of the audited financial statements referred to in Section 3.04 4.04 and (y) the date of the last certificate furnished pursuant to this Section 6.01(c), and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, and as the Administrative Agent or any Lender may reasonably request, copies of all periodic and other reports, proxy statements and other materials filed under the Securities Exchange Act of 1934 or any successor statute by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionthe SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, as the Administrative Agent or any Lender may reasonably request; (e) promptly after the same becomes publicly available, notice of any change in the Borrower’s Issuer Ratings, which notice may be satisfied if the information is included in the Disclosed Matters; and (f) 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 Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 Borrower shall deliver to Lenders, at Borrower’s sole expense: (i) as soon as available but no later than forty-five (45) days after the end of each fiscal year quarter, the unaudited consolidated Financial Statements of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and K-Sea for such yearinterim fiscal period, setting forth in each case in comparative form certified by the figures for the previous fiscal yearFinancial Officer of K-Sea, all reported on by Ernst & Young or other independent public accountants of recognized national standing and (without a “going concern” or like qualification or exception and without any qualification or exception ii) as to the scope of such audit, other soon as available but no later than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one ninety (1) year from the time such opinion is delivered) 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; (b) within fifty (5090) days after the end of each fiscal year, the audited consolidated Financial Statements of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and K-Sea for such fiscal quarter and the then elapsed portion year, certified by independent certified public accountants acceptable to Lenders. All of the fiscal yearforegoing shall be in such form and together with such information with respect to the business of Borrower, setting forth as Lenders may in each case in comparative form the figures for the corresponding period or periods of (or, in the case request as reasonably calculated by Lenders to enable them to confirm and prove elements of the balance sheet, as of the end of) the previous fiscal year, all certified by one of Financial Statements. Borrower shall keep and maintain its Financial Officers as presenting fairly in all material respects the financial condition books and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis records in accordance with GAAP GAAP, consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;. (cb) concurrently Concurrently with any delivery of financial statements Financial Statements under clause (a) or (b) above, Borrower shall deliver to Lenders a certificate of a Financial Officer of the Borrower K-Sea (i) certifying as to whether a Default has occurred since the delivery of the previous such certificate or to the date hereof and, if such a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 7.01, 7.02, 7.03 and 6.11 7.05 (hereof), and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements Financial Statements referred to in Section 3.04 4.04 or Section 6.01 hereof, as applicable, has had a material adverse effect on the Financial Statements accompanying such certificate and, if any such change has occurredso, specifying the effect of such change on the financial statements accompanying such certificate;estimated dollar amount thereof. (dc) promptly Promptly after the same become publicly available, Borrower shall make available (including through electronic availability) to Lenders copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (ed) promptly Promptly following any request therefor, (i) Borrower shall deliver to Lenders such other information regarding the operations, business affairs and financial condition of the Borrower K-Sea or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and each LenderAgent: (a) prior to the occurrence of a Qualified IPO, as soon as available and in any event within 105 30 days after the end of each of the first two fiscal months of each fiscal quarter, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of each such month, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such month, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of such quarter, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (c) as soon as available and in any event within 120 days after the end of each fiscal year of year, the Borrower, its audited consolidated and consolidating balance sheet sheets of Holdings and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal year, and the related audited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by Ernst & Young a report and opinion thereon of BDO USA, LLP or other another firm of independent certified public accountants of recognized national standing standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards (without a which report and opinion for fiscal years 2016 and later, shall not be subject to any “going concern” or like qualification qualification, exception or exception explanation), which report and without opinion shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsuch consolidating financial statements, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificateHoldings; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary together with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (aSections 8.01(a), (b) and (d) c), a compliance certificate of this Section 5.01 may a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless Lender requests executed originals, be delivered electronically by electronic communication including fax or email and if so delivered, shall be deemed to have been delivered be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate,” which, for purposes of clarification, shall state whether the representations and warranties made by Borrower in Section 7.04(b) are true on and as of the date thereof); (e) a financial forecast for Holdings and its Subsidiaries for each fiscal year, including forecasted balance sheets, statements of income and cash flows of Holdings and its Subsidiaries (all of which shall be delivered (i) prior to the occurrence of a Qualified IPO, not later than January 31 of such fiscal year, and (ii) on or after the occurrence of a Qualified IPO, to Administrative Agent solely upon request by Administrative Agent), in each case, as customarily prepared by management of the Obligors for their internal use; (f) promptly, and in any event within five Business Days after receipt thereof by an Obligor, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such documents are filed for public availability on agency regarding financial or other operational results of such Obligor; (g) promptly following Required Lenders’ request at any time, proof of Borrower’s compliance with Section 10.01; (h) prior to the SECoccurrence of a Qualified IPO, within five (5) days of delivery, copies of all statements, reports and notices (including board kits) made available to holders of Borrower’s Electronic Data Gathering and Retrieval SystemEquity Interests; provided that, except in the case of clause (d), the Borrower shall notify (which that any such material may be redacted by telecopy Borrower to exclude information relating to the Lenders (including Borrower’s strategy regarding the Loans); (i) notice at the time Borrower, Holdings or electronic transmissionany Subsidiary of Borrower or Holdings issues any Equity Interest; and (j) such other information relating to the operations, properties, business or condition (financial or otherwise) of the Obligors as Administrative Agent of the filing of any such documents and provide may from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstime reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 105 (i) on or before the date that is 90 days after the end of each such fiscal year of the BorrowerBorrower (commencing with the fiscal year ending December 31, its 2017), an audited consolidated balance sheet and related audited consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows of the Borrower and its Subsidiaries, in each case 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 Ernst & Young PricewaterhouseCoopers LLP or any other independent registered public accountants accounting firm of nationally recognized national standing (without a 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 and without (other than any such qualification or exception as a result of, or relating to, an impending maturity date of Commitments or Loans under this Agreement occurring within one year of the date such opinion or report is issued or any potential inability to satisfy the Financial Performance Covenant on any future date or for a future period) or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (ii) a management report setting forth (A) statement of income items of the Borrower for such fiscal year, showing variance by dollar amount from amounts for the previous fiscal year and (B) key operational information and statistics for such fiscal year consistent with the Borrower’s historical public disclosures included in its annual reports on Form 10-K and current reports on Form 8-K with respect to annual earnings releases, (iii) a narrative report and management’s discussion and analysis of the financial condition and results of operations of the Borrower for such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts and (iv) subject to any regulatory restriction, regulatory policy or any other legal restrictions, a copy of each FOCUS report filed with FINRA by each Broker-Dealer Subsidiary during the prior fiscal year; (bi) within fifty (50) on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (commencing with the fiscal quarter ending June 30, its 2017), an unaudited consolidated balance sheet and related unaudited consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows of the Borrower and its Subsidiaries) as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers 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 consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a management report setting forth (A) statement of income items of the Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance by dollar amount from amounts for the comparable periods in the previous fiscal year and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with the Borrower’s historical public disclosures included in its quarterly reports on Form 10-Q and current reports on Form 8-K with respect to quarterly earnings releases, and (iii) a narrative report and management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts; (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) simultaneously with the delivery of each set of financial statements under clause referred to in clauses (a) or and (b) above, a certificate of a Financial Officer of the Borrower Compliance Certificate (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations (A) of the Total Net Leverage Ratio and, with respect to any Test Period in which such Financial Performance Covenant is applicable, demonstrating compliance with Sections 5.09 and 6.11 the Financial Performance Covenant and (iiiB) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date case of the audited financial statements referred to in Section 3.04 andclause (a) above, if any such change has occurred, specifying the effect of such change on beginning with the financial statements accompanying for the fiscal year of the Borrower ending December 31, 2018, of Excess Cash Flow for the Excess Cash Flow Period ending with such certificatefiscal year; (de) not later than 90 days after the commencement of each fiscal year of the Borrower, (i) commencing with the fiscal year ending December 31, 2018, a detailed consolidated budget and business plan for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget) and (ii) a certificate of a Financial Officer setting forth a reasonably detailed calculation of the Available Amount and of the Net Proceeds received during the previous fiscal year by or on behalf of, the Borrower or any of its Restricted Subsidiary 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 proviso in Section 2.11(c); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by the Borrower or any Subsidiary of its Restricted Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, SEC or with any national securities exchange, or distributed by the Borrower or any of its Restricted Subsidiaries to the holders of its shareholders Equity Interests generally, as the case may be;; and (eg) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsin writing. Documents required to be delivered pursuant to clauses (aSection 5.01(a), (b), (c) and or (df) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) 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(b)) or on the website of the SEC (to the extent any such documents are included in materials filed with the SEC) or (y) on which such documents are filed for public availability posted on the SECBorrower’s Electronic Data Gathering behalf on an Internet or intranet website, if any, to which each Lender and Retrieval Systemthe Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, except in the either case of clause (dx) or (y), (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 (which may be by telecopy or electronic transmission) the Administrative Agent (by telecopier or electronic mail) of the filing 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 and/or the Joint Lead 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 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 identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal or applicable state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx as “PUBLIC” any Borrower Materials other than the audited and unaudited financial statements and related management’s discussion and analysis delivered pursuant to Section 5.01(a) and (b) and the Compliance Certificate.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and each LenderLenders: (a) prior to the occurrence of a Qualified IPO, as soon as available and in any event within 105 30 days after the end of each of the first two fiscal months of each fiscal quarter, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of each such month, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such month, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (b) as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year, the unaudited consolidated and consolidating balance sheets of the Obligors as of the end of such quarter, and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Holdings stating that such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and the results of operations of Holdings and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (c) as soon as available and in any event within 120 days after the end of each fiscal year of year, the Borrower, its audited consolidated and consolidating balance sheet sheets of Holdings and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal year, and the related audited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by Ernst & Young a report and opinion thereon of BDO USA, LLP or other another firm of independent certified public accountants of recognized national standing standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards (without a which report and opinion for fiscal years 2016 and later, shall not be subject to any “going concern” or like qualification qualification, exception or exception explanation), which report and without opinion shall not be subject to any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsuch consolidating financial statements, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificateHoldings; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary together with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (aSections 8.01(a), (b) and (d) c), a compliance certificate of this Section 5.01 may a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless any Lender requests executed originals, be delivered electronically by electronic communication including fax or email and if so delivered, shall be deemed to have been delivered be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate,” which, for purposes of clarification, shall state whether the representations and warranties made by Borrower in Section 7.04(b) are true on and as of the date thereof); (e) a financial forecast for Holdings and its Subsidiaries for each fiscal year, including forecasted balance sheets, statements of income and cash flows of Holdings and its Subsidiaries (all of which shall be delivered (i) prior to the occurrence of a Qualified IPO, not later than January 31 of such fiscal year, and (ii) on or after the occurrence of a Qualified IPO, to any Lender solely upon request by such Lender), in each case, as customarily prepared by management of the Obligors for their internal use; (f) promptly, and in any event within five Business Days after receipt thereof by an Obligor, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such documents are filed for public availability on agency regarding financial or other operational results of such Obligor; (g) promptly following Majority Lenders’ request at any time, proof of Borrower’s compliance with Section 10.01; (h) prior to the SECoccurrence of a Qualified IPO, within five (5) days of delivery, copies of all statements, reports and notices (including board kits) made available to holders of Borrower’s Electronic Data Gathering and Retrieval SystemEquity Interests; provided that, except in the case of clause (d), the Borrower shall notify (which that any such material may be redacted by telecopy Borrower to exclude information relating to Lenders (including Borrower’s strategy regarding the Loans); (i) notice at the time Borrower, Holdings or electronic transmissionany Subsidiary of Borrower or Holdings, issues any Equity Interest; and (j) such other information relating to the Administrative Agent operations, properties, business or condition (financial or otherwise) of the filing of any such documents and provide Obligors as Majority Lenders may from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstime reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 95 days after the end of each fiscal year of the Borrower, its beginning with fiscal year 2007, an audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and related consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other registered independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its an unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and related consolidated statements of operations, stockholders’ equity and cash flows income as of the end of and for such fiscal quarter and related consolidated statements of income and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) at any time that any Revolving Exposure is outstanding (other than outstanding Letters of Credit that have been fully cash collateralized in accordance with Section 2.05(j)), setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and the Financial Covenants, (iii) setting forth reasonably detailed calculations of Consolidated Net Income, Consolidated Adjusted Net Income, Consolidated EBITDA, Consolidated Total Assets, Consolidated Revenues, Equity Proceeds, Restricted Uses and the Restricted Uses Basket as at the end of and for the applicable fiscal period, (iv) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 (v) identifying all Subsidiaries (other than Immaterial Subsidiaries) formed or acquired since the end of the previous fiscal quarter and indicating whether each such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accountants that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under Section 6.14 or 6.15 (which certificate may be limited to the extent required by accounting rules or guidelines); (e) 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 consolidated statements of projected income and cash flow, in each case as of the end of and for such fiscal year, and setting forth the material underlying assumptions applicable thereto); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials publicly filed by the Borrower or any Subsidiary with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said commissionCommission (other than amendments to any registration statement (to the extent such registration statement, or with in the form it became effective, is delivered), exhibits to any national securities exchangeregistration statement and, or distributed by if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Borrower to its shareholders generally, as the case may be;Administrative Agent pursuant hereto; and (eg) promptly following any request therefor, (i) 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Parent will maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent and each Lender: (a) As soon as available and, in any event, within 105 120 days after the end close of each fiscal year year, a copy of (i) the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Balance Sheet as of the end of such fiscal year, of the Parent on a Consolidated basis, and (ii) the related Statements of Income, Cash Flows and Shareholder’s Equity for such fiscal year, of the Parent on a Consolidated basis, setting forth in each case in comparative form the corresponding figures for in respect of the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception in reasonable detail, and without any qualification or exception as to accompanied by, in the scope case of such auditConsolidated financial statements, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its consolidated Subsidiaries on a consolidated basis Accountants, which report shall state that (A) the Accountants audited such Consolidated financial statements, (B) such audit was made in accordance with GAAP consistently appliedgenerally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said Consolidated financial statements have been prepared in accordance with GAAP; (b) Simultaneously with the delivery of the certified statements required by subsection (a) above, copies of a certificate of such Accountants stating that, in making the examination necessary for their audit of the Consolidated financial statements of the Parent for such fiscal year, nothing came to their attention of a financial or accounting nature that caused them to believe that there shall have occurred any condition or event which would constitute a Default or an Event of Default, or, if so, specifying in such certificate all such Defaults and Events of Default and the nature and status thereof; (c) As soon as available, and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters quarters, and 120 days after the end of the last fiscal quarter, of each fiscal year year, a copy of (i) the BorrowerBalance Sheet, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such quarter, of the Parent on a Consolidated basis and (ii) the related Statements of Income, Cash Flows and Shareholder’s Equity of the Parent on a Consolidated basis for (x) such fiscal quarter quarter, and (y) the period from the beginning of the then elapsed portion current fiscal year to the end of the fiscal yearsuch quarter, setting forth in each case in comparative form with 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 one in reasonable detail and prepared in accordance with GAAP (without footnotes and subject to year-end adjustments), together with a certificate of its Financial Officers as presenting a Responsible Officer, which certificate shall state that all such financial statements fairly in all material respects present the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis and have been prepared in accordance with GAAP consistently applied, (but without footnotes and subject to normal year-end audit adjustments and the absence of footnotesadjustments); (cd) concurrently with any delivery of Notwithstanding anything to the contrary contained herein, the Parent may satisfy its obligation to furnish (i) the Consolidated financial statements under clause referred to in subsection (a) or above by furnishing, as soon as available, and in any event within 120 days after the end of the applicable fiscal year, a copy of the annual audited Consolidated financial statements of the Parent and its Subsidiaries prepared in conformity with GAAP and as filed with the SEC for such fiscal year, and (bii) the Consolidated financial statements referred to in subsection (c) above by furnishing, as soon as available, and in any event within 60 days after the end of the applicable fiscal quarter, copies of the Consolidated financial statements of the Parent and its Subsidiaries as filed with the SEC for the applicable fiscal quarter; (e) Simultaneously with the delivery of the financial statements required by subsections (a), (c) and (d) above, a certificate of a Financial Responsible Officer certifying that to the best of his or her knowledge no condition or event has occurred which would constitute a Default or an Event of Default, or if so, specifying in such certificate all such violations, conditions and events and the nature and status thereof; (f) Within 60 days after the end of each of the Borrower first three fiscal quarters, and within 120 days after the end of the last fiscal quarter, of each fiscal year, a Compliance Certificate, as of the end of such fiscal quarter, certified by a Responsible Officer; (g) Prompt written notice upon the Parent or any of its Subsidiaries obtaining knowledge that: (i) certifying as any Indebtedness of the Parent or any of its Subsidiaries in an aggregate amount in excess of $12,500,000 shall have been declared or become due and payable prior to whether a Default has occurred andits stated maturity, if a Default has occurredor called and not paid when due, specifying the details thereof and any action taken or proposed required to be taken purchased or otherwise acquired by the Parent or any of its Subsidiaries prior to its stated maturity, and whether such acceleration shall have been rescinded or annulled, or (ii) the holders of any notes, or other evidence of Indebtedness, certificates or securities evidencing any such Indebtedness, or any obligees with respect theretoto any other Indebtedness of the Parent or any of its Subsidiaries, have the right to declare Indebtedness in an aggregate amount in excess of $12,500,000 due and payable prior to its stated maturity or have the right to require the Parent or any of its Subsidiaries to purchase or otherwise acquire any such Indebtedness prior to its stated maturity and whether such right shall have been waived; (h) Prompt written notice of: (i) any citation, summons, subpoena, order to show cause or other order naming the Parent or any of its Subsidiaries a party to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and any lapse or other termination of any license, permit, franchise or other authorization issued to the Parent or any of its Subsidiaries by any Governmental Authority, (iii) stating whether any change in GAAP refusal by any Governmental Authority to renew or in extend any license, permit, franchise or other authorization, and (iv) any dispute between the application thereof Parent or any of its Subsidiaries and any Governmental Authority, which has affected lapse, termination, refusal or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements dispute, referred to in Section 3.04 andclause (ii), if any such change has occurred(iii) or (iv) above, specifying the effect of such change on the financial statements accompanying such certificatecould reasonably be expected to have a Material Adverse effect; (di) promptly after the same become publicly Promptly upon becoming available, copies of all regular, periodic and other or special reports, schedules, proxy statements statements, registration statements, 10-Ks, 10-Qs and other materials filed by 8-Ks which the Borrower Parent or any Subsidiary of its Subsidiaries may now or hereafter be required to file with or deliver to any securities exchange or the SEC, or any Governmental Authority succeeding and copies of all material news releases sent 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 befinancial analysts; (ej) promptly following Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse effect; (k) Upon a Responsible Officer becoming aware thereof, prompt written notice that a material contribution required to be made to any Foreign Pension Plan has not been timely made, the failure of which would reasonably be expected to have a Material Adverse effect; (l) Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default, and (iii) each Material Adverse change and (iv) a Change of Control; (m) Promptly upon receipt thereof, copies of all audit reports relating to the Parent or any of its Subsidiaries submitted by the Accountants in connection with each annual, interim or special audit of the books of the Parent or any of its Subsidiaries; and (n) Promptly upon request therefor, (i) such other information and reports regarding the operationsbusiness, business affairs and condition (financial condition or otherwise), property or prospects of the Borrower or any Subsidiary, or compliance with the terms of this AgreementParent and its Subsidiaries, as the Administrative Agent or any Lender at any time or from time to time may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and (which shall distribute such materials to each Lender:): (a) within 105 90 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without with the opinion of such financial statements not containing (i) a “going concern” or like qualification or exception and without or (ii) any qualification or exception as to the scope of such audit, other than with respect to or resulting audit that results from a maturity of any Loans under this Agreement occurring within one (1) year from restrictions imposed by the time such opinion is deliveredCompany on the audit procedures carried out by its independent public accountants) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the 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) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and Section 6.05, (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificatecertificate and, if the effect of such change shall have been deferred under Section 1.04 for purposes of Section 6.05 or any other provision hereof, reconciling, as applicable, the calculations referred to in clause (ii) above or any calculations required under any other provision with the financial statements delivered under clause (a) or (b) above, and (iv) confirming compliance with the requirements set forth in the definition of “Guarantee Requirement” and attaching a revised form of Schedule 3.13 showing all additions to and removals from the list of Subsidiary Guarantors since the date of the most recently delivered Schedule 3.13 (or confirming that there have been no changes from such most recently delivered Schedule 3.13); (d) [reserved]; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be; (ef) promptly after obtaining knowledge that Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly following the request therefor, all documentation and other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable AML Legislation; and (h) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent (or any Lender through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to the clauses (a), (b) and (d) of this above or pursuant to Section 5.01 may be delivered electronically and if so delivered, 5.02 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the date on which such documents are filed for public availability Company’s website on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in Internet at wxx.xxxxxxxxxxx.xxx (or such other address as the case of clause (d), Company shall provide to the Borrower shall notify (which may be Lenders) or by telecopy or electronic transmission) 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 filing of any such documents Securities and provide Exchange Commission at hxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic mail electronic versions (i.e., soft copies) of such documentscommunications pursuant to procedures reasonably approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish shall deliver or cause to be delivered to the Administrative Agent and each LenderAgent: (a) within 105 120 days after the end of each fiscal year of the BorrowerFiscal Year, its audited (i) a consolidated balance sheet of the Parent and related its Subsidiaries as of the end of such Fiscal Year and (ii) consolidated statements of operationsincome, stockholderschanges in members’ equity and cash flows as of the end of Parent and its Subsidiaries for such yearFiscal Year, setting forth forth, in each case case, in comparative form the figures for the previous fiscal yearFiscal Year, all reported on in reasonable detail, prepared in accordance with GAAP, and accompanied by Ernst & Young or other an opinion thereon of 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, audit (other than with respect to or resulting from a (x) the impending maturity of any Loans under this Agreement occurring within one Indebtedness and (1y) year from the time such any actual or prospective breach of any financial covenant)), which opinion is delivered) to the effect shall state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of the Borrower and its consolidated Subsidiaries on a consolidated basis such accountants in connection with such financial statements has been made in accordance with GAAP consistently appliedgenerally accepted auditing standards; (b) within fifty sixty (5060) days after the end of each of the first three fiscal quarters (3) Fiscal Quarters of each fiscal year Fiscal Year (or, within ninety (90) days in the case of the Borrowerfirst Fiscal Quarter ending after the Closing Date), its (i) a consolidated balance sheet of the Parent and related its Subsidiaries as of the end of such Fiscal Quarter and (ii) consolidated statements of operationsincome, stockholderschanges in shareholders’ equity and cash flows as of the end of Parent and its Subsidiaries for such fiscal quarter and Fiscal Quarter for the then elapsed portion of the fiscal yearFiscal Year ending with such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearpreceding Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis reasonable detail, prepared in accordance with GAAP consistently appliedand certified by a Financial Officer of the Borrower as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to normal changes resulting from year-end audit adjustments and the absence of footnotesfootnotes (except with respect to the cash flow statements which may be non-GAAP cash flow statements prepared by management substantially in the form historically prepared by management); (c) concurrently with any each delivery of the financial statements under described in clause (a) or (b) above, a certificate commencing with the Fiscal Year ending December 31, 2021, management’s discussion and analysis of a Financial Officer of significant operational and financial developments during the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s quarterly period covered by such financial statements has occurred since delivered, in form and substance reasonably satisfactory to 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 certificateAdministrative Agent; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the 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; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any each delivery of the consolidated financial statements under paragraph described in clauses (a) or and (b) above, if as of the date of such financial statements, there are any Unrestricted SubsidiariesSubsidiaries during the period covered by such financial statements, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated financial statements. Documents required ; (e) concurrently with each delivery of the financial statements described in clauses (a) and (b) above, confirmation from the Borrower that it and the Restricted Subsidiaries are in compliance with the requirements of Section 6.07(u) (Investments); promptly upon receipt thereof by the Borrower or any other Group Member in connection with any indenture or other agreement or instrument evidencing Material Indebtedness, one copy of each notice of any default or event of default thereunder; (f) promptly, and in any event no later than ninety (90) days after the beginning of each Fiscal Year of the Borrower (commencing with the Fiscal Year beginning on or around January 1, 2022), a consolidated budget for the Borrower and the Subsidiaries for such Fiscal Year, in form reasonably satisfactory to be the Administrative Agent; (g) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or the Required Lenders may from time to time reasonably request; and (h) at the request of the Administrative Agent, conduct one telephonic conference call per Fiscal Quarter after delivery of the financial statements pursuant to Section 5.04(a) (Financial Statements and Other Information), with the Lenders and the management of the Borrower to discuss the contents of the financial statements delivered pursuant to clauses Section 5.04(a) (a), (bFinancial Statements and Other Information) and (d) such other relevant matters relating to the business, operations and financial condition of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) and the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsother Restricted Subsidiaries.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows changes in financial position as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 as required to be applied in filings under the US Federal securities laws and Mexican GAAP applied consistently applied(with a reconciliation between the two); (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows changes in financial position as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedas required to be applied in filings under the US Federal securities laws and Mexican GAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 Section 6.12, (iii) setting forth the amount of trade-in credits received by the Borrower in the immediately preceding quarterly and 6.11 year to date period, (iv) setting forth the amount of Attributable Debt outstanding at the end of the immediately preceding quarterly period, and (iiiv) stating whether any change in GAAP or Mexican GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SECSecurities and Exchange Commission or Mexico's Comision Nacional Bancaria y de Valores, or any Governmental Authority succeeding to any or all of the functions of said either such commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (ef) 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: Agent: (a) as soon as available and in any event within 105 45 days after the end of the first three fiscal quarters of each fiscal year (or 90 days, in the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that, such financial statements shall be deemed to have been delivered to the Administrative Agent on the date on which such financial statements are publicly available via XXXXX on the SEC’s website at xxx.xxx.xxx; (b) as soon as available and in any event within 90 days after the end of each fiscal year year, the consolidated balance sheets of Borrower and its Subsidiaries as of the Borrowerend of such fiscal year, its audited and the related consolidated balance sheet and related statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by Ernst & Young or other a report and opinion thereon of Xxxxxxxx’s then current independent certified public accountants of recognized national standing (without a acceptable to the Majority Lenders, 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 and without or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsuch consolidating financial statements, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Borrower (i) certifying as to whether a Default has occurred andBorrower; provided that, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the such audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered to the Administrative Agent on the date on which such documents financial statements are filed for public availability publicly available via XXXXX on the SEC’s Electronic Data Gathering website at xxx.xxx.xxx; (c) for any fiscal quarter during which the minimum Net Revenue covenant contained in Section 10.02 is in effect, together with the financial statements required pursuant to Sections 8.01(a) and Retrieval System(b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original 136158242.1 136158242.6 57 (i) copies of all statements, reports and notices made available to holders of Borrower’s Equity Interests and (ii) copies of all presentation materials or board kits provided to the Board of Directors of Borrower or any Subsidiary Guarantor, in each case within five (5) days of delivering or otherwise making available such material to such holders or directors; provided thatthat any such material may be redacted by Borrower to exclude information relating to the Lenders (including Xxxxxxxx’s strategy regarding the Loans); (k) from time to time upon the reasonable request of Majority Lenders, except a comprehensive update on the business of the Obligors, including management reports and supporting data relating to productivity of sales representatives for the Products and weekly and monthly revenue, in each case in the case of clause aggregate and itemized by product and territory; (d)l) any correspondence with the FDA, including without limitation regarding any BLA or any other biologics licensing application with respect to any Product or any manufacturing audit; and (m) such other information respecting the Borrower shall notify operations, properties, business or condition (which may be by telecopy financial or electronic transmissionotherwise) the Administrative Agent of the filing of any such documents and provide Obligors (including with respect to the Administrative Agent by electronic mail electronic versions (i.e.Collateral) as the Majority Lenders may from time to time reasonably request. For purposes of clarification, soft copies) any request for the annually-prepared consolidated financial forecast for Borrower and its Subsidiaries for the following two fiscal years from the time such forecast was prepared, including projections of such documents.Net Revenue, on a quarterly basis, and forecasted consolidated balance sheets, consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries, shall be deemed reasonable. 136158242.1 136158242.6 58

Financial Statements and Other Information. The Borrower ------------------------------------------- Company will furnish to the Administrative Agent and each Lender: (a) within 105 120 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the 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) prior to consummation of the Spin-Off, copies of the Form 10 Registration Statement relating to the Spin-Off in the form in which it is declared effective by the Securities and Exchange Commission; (d) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Company (i) certifying as to whether a any Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth a computation in reasonable detail of the Leverage Ratio as of the last day of the fiscal year or fiscal quarter in respect of which financial statements are being delivered, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.08 and 6.11 and 6.09, (iiiiv) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, 77 if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (v) stating whether there is any Material Subsidiary that is organized in the United States of America and that is not a Subsidiary Guarantor; (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials Forms 8-K, 10-K and 10-Q filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be;; and (ef) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 105 90 days (or, if earlier, as soon as filed with the SEC) after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2022, its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholders’ changes in equity and cash flows 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 Ernst Xxxxx & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty 45 days (50or, if earlier, as soon as filed with the SEC) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending March 31, 2023, its unaudited consolidated balance sheet and related statements as of operationsthe end of such fiscal quarter, stockholders’ equity and cash flows unaudited consolidated statement of income as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and unaudited statement of cash flows as of the end of the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (who shall promptly furnish a copy to each Lender:): (a) as soon as available, but in any event within 105 ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) as soon as available, but in any event within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate substantially in the form of Exhibit H executed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificate6.07; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.07 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly upon receipt thereof, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (a) above in connection with each audit made by such accountants; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (eg) 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 or any Lender (through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest; and (fh) concurrently with any the delivery thereof pursuant to the terms of the consolidated financial statements under paragraph (a) or (b) aboveSenior Notes and the Senior Note Indenture, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing copies of any such documents compliance certificate delivered thereunder evidencing compliance with the terms and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconditions thereof.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 105 120 days after the end of each fiscal year of the BorrowerCompany (or, if earlier, the date on which the Company is required to file the same with the SEC or any other Governmental Authority), its audited consolidated balance sheet and related statements of operationsincome, stockholders’ changes in shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, the date on which the Company is required to file the same with the SEC or any other Governmental Authority), its consolidated balance sheet and related statements of operations, stockholders’ 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.06 and 6.11 6.07 and (iii) stating whether any material change in GAAP or in the application thereof (including any change in GAAP or in the application thereof which has affected or will that would affect either of the Borrower’s financial statements ratios referred to in Sections 6.06 and 6.07) 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 any material effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, reports and proxy statements and other materials filed by the Borrower Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionother securities regulatory authority, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be; (e) promptly after either Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established by it for the Index Debt, written notice of such rating change; (f) promptly following a request through the Administrative Agent therefor, any documentation or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act; and (g) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent Agent, for itself or on behalf of any Lender Lender, may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to clauses (a), (b) and (d) 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 if such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided thatinformation, except in the case of clause (d)or one or more annual or quarterly reports containing such information, the Borrower shall notify (which may be have been posted by telecopy or electronic transmission) the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be publicly available on the website of the filing SEC at xxxx://xxx.xxx.xxx (and a confirming notice of any such documents and provide availability shall have been delivered to the Administrative Agent Agent). Information required to be delivered pursuant to this Section may also be delivered by electronic mail electronic versions (i.e., soft copies) of such documentscommunications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as applicable, within 105 15 days after following Borrower's filing each Annual Report on Form 10-K with the end of each fiscal year of the BorrowerCommission, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 15 days after following Borrower's filing each Quarterly Report on Form 10-Q with the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCommission, its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause Subsection (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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) to the extent that the Cadiz Borrower or any Subsidiary either is not subject to, or is not in compliance with, the disclosure and reporting requirements with the Commission, the items and information that would be have been Disclosed Matters if Cadiz Borrower or any Subsidiary, were subject to, or in compliance with, the disclosure and reporting requirements with the Commission; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SECCommission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) as soon as available, but in any event no later than thirty (30) days prior to the end of each fiscal quarter of Cadiz Borrower (or, in the case of the first such report, within thirty (30) days of the Restructuring Effective Date), an operating budget for Cadiz Borrower and its Subsidiaries for the following fiscal quarter (on a monthly basis), in the form customarily prepared by management of Cadiz Borrower and reasonably acceptable to the Administrative Agent (such budget, the "APPROVED BUDGET"), together with a projection of the outstanding balance of each Loan for each such period and a statement of the assumptions upon which such budget was prepared; which documents shall be complete and correct in all material respects, as certified by an officer of Cadiz Borrower; (g) as soon as available, but in any event no later than thirty (30) days after the end of each calendar quarter commencing with the first calendar quarter in 2004, summary financial statements, as certified by an officer of Cadiz Borrower, that present fairly, and shall be complete and correct, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods, which summary financial statements do not need to be certified or prepared in accordance with GAAP; and (h) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 105 90 days after the end of each fiscal year of the BorrowerBorrower (or 100 days if permitted by Securities and Exchange Commission requirements), its audited consolidated (and solely to the extent that, during such year, the Borrower had any Unrestricted Subsidiaries, unaudited consolidating financial statements of the Restricted Subsidiaries, taken as a whole) balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young 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, audit (other than (x) any such exception or explanatory paragraph (but not qualification) that is expressly solely with respect to to, or expressly resulting solely from a an upcoming maturity date of any Loans under this Agreement the credit facilities hereunder or other Indebtedness occurring within one (1) year from the time such opinion report is delivereddelivered or (y) a qualification or exception as a result of an actual or prospective breach of a financial covenant in respect of any Indebtedness)) 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 Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or 50 days if permitted by Securities and Exchange Commission requirements), its consolidated (and solely to the extent that, during such quarter, the Borrower had any Unrestricted Subsidiaries, consolidating balance sheet and income statement of the Restricted Subsidiaries, taken as a whole) balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end and audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred during the period covered thereby and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and Section 6.16, (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificatecertificate and (iv) providing a schedule of all Unrestricted Subsidiaries as of the date of such certificate and, if there are any Unrestricted Subsidiaries, setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted Subsidiaries (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) [Reserved]; (e) promptly after the same become publicly available, copies of all periodic and other reportsreports (including reports on Form 8-K), proxy statements and other financial materials filed by the Borrower or any Restricted Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly following any request therefor, (ix) 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, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (iiy) information and documentation reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) (i) for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationRegulation (provided that no such information shall be required to be provided pursuant to clause (x) above if providing such information would in the Borrower’s good faith judgment violate confidentiality agreements or result in a loss of attorney-client privilege or a claim of attorney work product with respect to such information; provided, that if the Borrower or such Restricted Subsidiary or Restricted Subsidiaries does not provide information in reliance on the exclusion above, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions) and (ii) necessary to conduct flood due diligence and flood insurance compliance. (g) no later than 60 days following the first day of each fiscal year of the Borrower (or such later date as is acceptable to the Administrative Agent), a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income, sources and uses of cash and balance sheet) for the Borrower and its Restricted Subsidiaries on a consolidated basis prepared by the Borrower for each of the four fiscal quarters of such fiscal year prepared in detail, setting forth, with appropriate discussion the principal assumptions upon which such budgets are based; and (fh) concurrently with promptly after the delivery thereof, copies of all financial information, proxy materials and reports which the Borrower or any delivery of its Restricted Subsidiaries delivers to holders (or any trustee, agent or representative therefor) of any of its other Material Indebtedness in each case pursuant to the terms of the consolidated documentation governing such Material Indebtedness. The Borrower represents and warrants that it, its controlling Person and any Restricted Subsidiary, in each case, if any, either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the Securities and Exchange Commission and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (x) authorizes the Administrative Agent to make the financial statements to be provided under paragraph Section 5.01(a)(i) and (a) or (bii) above, if as along with the Credit Documents, available to Public-Xxxxxx and (y) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the date of such federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. Any financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents statement or other material required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered furnished to the Lenders on the date on which that an electronic copy of such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; financial statement or other material is provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) or is available to the Administrative Agent on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx or the Borrower’s internet website; provided that the Borrower will furnish paper copies of such documentsfinancial statements and other materials to the Administrative Agent upon request, by notice to the Borrower, that the Borrower do so, until the Borrower receives notice from the Administrative Agent to cease delivering such paper copies.

Financial Statements and Other Information. The Borrower Company will furnish deliver (in duplicate) to the Administrative Agent Purchaser (except as hereinafter provided) so long as Purchaser or Purchaser's nominee shall hold any Note, and to each Lenderother registered holder of a Note: (a) within 105 ninety (90) days after the end of each fiscal year Fiscal Year, the balance sheet of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Company as of the end of such Fiscal Year and the related statements of income and retained earnings and of cash flows of the Company for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on in reasonable detail and (i) accompanied by Ernst & Young or other the report thereon of any independent public accountants of recognized national standing selected by the Company, which report shall state that (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of x) such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects respects, the financial condition position of the Company as of the dates indicated and the results of its operations of and cash flows for the Borrower and its consolidated Subsidiaries periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except as otherwise specified in the report), and (y) the audit by such accountants in connection with such financial statements has been made in accordance with GAAP consistently appliedgenerally accepted accounting principles, and (ii) certified by the Chief Financial Officer of the Company as presenting fairly in all material respects, in accordance with GAAP, applied (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the information contained therein; (b) within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year Fiscal Year, the balance sheet of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Company as of the end of such fiscal quarter and the related statements of income and of cash flows of the Company for such fiscal quarter and for the then elapsed portion of the Fiscal Year from the first day of such Fiscal Year through the end of such fiscal yearquarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case previous Fiscal Year, all in reasonable detail and certified by the Chief Financial Officer of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers Company as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis fairly, in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and applied (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the absence of footnotesinformation contained therein; (c) concurrently together with any each delivery of financial statements under clause pursuant to subsections (a) or (b) above, a an officer's certificate in the form of a Financial Officer of the Borrower Exhibit E (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying showing in detail the details thereof determination of the ratios and any action taken or proposed to be taken with respect theretoother financial calculations specified in Sections 10.1 through 10.6 during the accounting period covered by such financial statements, (ii) setting forth reasonably detailed calculations demonstrating compliance stating that the signer has reviewed the terms hereof and of the Notes and has made, or caused to be made under his supervision, a review of the transactions and condition of the Company during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as of the date of such officer's certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with Sections 5.09 and 6.11 respect thereto; and (iii) stating whether any change in GAAP or if not specified in the application thereof which has affected or will affect the Borrower’s related financial statements has occurred since the date of the audited financial statements referred being delivered pursuant to in Section 3.04 and, if any such change has occurredsubsection (a) above, specifying the effect aggregate amount of such change interest and rentals received or accrued by the Company, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Company during the accounting period covered by such financial statements accompanying such certificatestatements; (d) promptly after the same become publicly availableupon receipt thereof, copies of all periodic and other reports, proxy statements and other materials filed reports submitted to the Company by the Borrower or any Subsidiary independent public accountants in connection with the SECeach annual audit, or any Governmental Authority succeeding to any or all special audit (if any) of the functions books of said commissionthe Company made by such accountants, or including, without limitation, any comment letter submitted to management by such accountants in connection with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may betheir annual audit; (e) promptly following upon their becoming available, copies of all press releases and other statements made available generally by the Company to the public concerning material developments in the business of the Company; (f) within five (5) days of any request thereforResponsible Officer of the Company obtaining knowledge of any condition or event that constitutes an Event of Default or Potential Event of Default, or that the registered holder of any Note has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement or that any Person has given notice to the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Article 14, an Officers' Certificate describing the same and the period of existence thereof and specifying what action the Company has taken, is taking and proposes to take with respect thereto; (g) promptly upon (and in any event within ten (10) Business Days of) any Responsible Officer of the Company obtaining knowledge of the occurrence of any (i) "reportable event," as such other information regarding the operationsterm is defined in Section 4043 of ERISA, business affairs and financial condition or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Borrower Code, that is not exempt by law or ruling in connection with any Plan relating to the Company or any Subsidiarytrust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect thereto, and any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto, provided that, with respect to the occurrence of any "reportable event" as to which the PBGC has waived the 30-day reporting requirement, such written notice need not be given; (h) immediately upon the occurrence of any of the following events, an Officers' Certificate describing such event: (i) the Certificate of Incorporation or Bylaws of the Company shall have been amended or the Company shall have changed its jurisdiction of organization; or (ii) the Company shall have changed its name or shall do business under any name other than as set forth on Schedule 9.2; or (iii) the Company shall have changed its principal place of business or its chief executive offices; or (iv) the Company shall have become a party to any suit, action or proceeding that, if adversely determined, would have a Material Adverse Effect or in which the projected settlement amount involved therein could reasonably be expected to equal $5,000,000 or more (in addition to any insurance coverage); or (v) the Company shall have opened or closed any material place of business; or (vi) there shall occur any strike, walkout, work stoppage or other material employee disruption relating to any of the Mortgaged Properties, or compliance with the terms expiration of this Agreement, as any labor contract affecting any of the Administrative Agent Mortgaged Properties (unless there exists a new labor contract in substitution therefor) that reasonably could be expected to have a Material Adverse Effect; or (vii) the Company shall have obtained knowledge that any of its insurance policies or any Lender may reasonably request insurance policies affecting any of the Mortgaged Properties will be canceled or not renewed (unless there exists a similar insurance policy in substitution therefor); (i) promptly (i) upon receipt thereof, copies of any notices to the Company from any federal or state administrative agency relating to any order, ruling, statute or other law or regulation that would, with reasonable probability, have a Material Adverse Effect; and (ii) information and documentation reasonably requested by following filing with the Administrative Agent Commission, any reports or statements filed with the Commission; (j) promptly upon receipt thereof, copies of any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationnotice delivered pursuant to Article 14; and (fk) concurrently with any delivery of reasonable promptness, such other information and data with respect to the consolidated financial statements under paragraph (a) or (b) above, if Company as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary from time to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 time may be delivered electronically and if so deliveredreasonably requested by any registered holder of a Note, shall be deemed to have been delivered on including, without limitation, any projections or business plans prepared by or for the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsCompany.

Financial Statements and Other Information. The Borrower will furnish Furnish to the Administrative Agent and each Lenderthe Banks: (a) within 105 as soon as available, but in no event more than 90 days after the end close of each fiscal year of the BorrowerCompany, copies of its audited consolidated balance sheet Consolidated Balance Sheet and the related statements audited Consolidated Statements of operationsIncome, stockholders’ equity Shareholders' Equity and cash flows as of the end of and Changes in Financial Position for such year, fiscal year setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, year all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect Accountants which report shall state that such consolidated said financial statements fairly present fairly in all material respects the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Company as of at the end of and for such fiscal quarter year except as specifically stated therein, as of and through the then elapsed portion end of the 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 fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis prepared in accordance with GAAP consistently appliedand accompanied by a report with respect thereto of the Accountants, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently together with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer signed on behalf of the Borrower Company by the principal financial officer thereof to the effect that having read this Agreement, and based upon an examination which in the opinion of such officer was sufficient to enable such officer to make an informed statement, (ix) certifying as such statements fairly present the financial position and results of the operations of the Company and its Subsidiaries on a Consolidated basis to whether a Default has occurred andthe best of such officer's knowledge, if a and (y) nothing came to such officer's attention which caused such officer to believe that an Event of Default has occurred, specifying or if an Event of Default has occurred, stating the details thereof facts with respect thereto and any whether the same has been cured prior to the date of such certificate, and, if not, what action taken or is proposed to be taken with respect thereto; (b) as soon as available, but in no event more than 45 days after the close of each quarter (except the last quarter) of each fiscal year of the Company a Consolidated Balance Sheet and Consolidated Statements of Income and Changes in Financial Position of the Company and its Subsidiaries as of and through the end of such quarter, together with a certificate signed on behalf of the Company by the principal financial officer thereof to the effect that having read this Agreement, and based upon an examination which in the opinion of such officer was sufficient to enable such officer to make an informed statement, (iix) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 such statements fairly present the financial position and 6.11 results of the operations of the Company and its Subsidiaries on a Consolidated basis to the best of such officer's knowledge, and (iiiy) nothing came to such officer's attention which caused such officer to believe that an Event of Default has occurred, or if an Event of Default has occurred, stating the facts with respect thereto and whether any change in GAAP or in the application thereof which same has affected or will affect the Borrower’s financial statements has occurred since been cured prior to the date of the audited financial statements referred to in Section 3.04 such certificate, and, if not, what action is proposed to be taken with respect thereto; (c) prompt notice if: (x) any such change has occurredobligation of the Company (other than its obligations under this Agreement or the Notes) for a payment in excess of $500,000 of any Funded Debt is not paid when due or within any grace period for the payment thereof or is declared or shall become due and payable prior to its stated maturity, specifying or (y) to the effect knowledge of such change on any Authorized Signatory of the financial statements accompanying such certificateCompany there shall occur and be continuing an event which constitutes, or which with the giving of notice or the lapse of time, or both, would constitute an Event of Default under any agreement with respect to Funded Debt of the Company (including this Agreement); (d) promptly after prompt written notice in the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by event that (i) the Borrower Company or any Subsidiary with the SECshall fail to make any payments when due and payable under any Plan or Multiemployer Plan, or (ii) the Company or any Governmental Authority succeeding Subsidiary shall receive notice from the Internal Revenue Service or the Department of Labor that the Company or such Subsidiary shall have failed to meet the minimum funding requirements of any Plan or all Multiemployer Plan, including therewith a copy 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 besuch notice; (e) promptly following upon becoming available, copies of all regular, periodic or special reports or other material which may be filed with or delivered by the Company to the Securities and Exchange Commission, or any request thereforother Governmental Body succeeding to the functions thereof; (f) prompt written notice in the event the Debt Rating of the Company shall change or the Company shall have no Debt Rating; (g) prompt written notice and a copy of any Environmental Notice excluding, however, any such Environmental Notices relating to the Pine Street Marsh site in Burlington, Vermont (the "Pine Street Sixx") if the effect of such Environmental Notice (i) does not change the status of the Pine Street Site as it exists as of the date hereof as it relates to the Company and (ii) would not have a Material Adverse Effect; (h) a certificate of the Company, dated the date of each such annual report or quarterly report required pursuant to paragraphs 7.6(a) and (b), and signed on behalf of the Company by the President, chief financial officer, chief accounting officer or Treasurer, which sets forth all relevant calculations needed to determine whether the Company is in compliance with paragraph 8.8 hereof, which calculations are based on the most recent fiscal quarter required to be supplied pursuant to paragraphs 7.6(a) and (b); and (i) such other information regarding and reports relating to the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this AgreementCompany and its Subsidiaries, as the Administrative Agent or any Lender Bank at any time or from time to time may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish furnish, or cause to be furnished, to the Administrative Agent and each Lender: (a) within 105 ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated the Consolidated and Consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, in form substantially similar to the statements described in Section 3.04(a), and all based on the results of operations and calculations reported on by Ernst Deloitte & Young Touche, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to contained in the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements described in Section 5.01(e), below, such Consolidated and Consolidating financial statements to present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes; (b) within fifty forty five (5045) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, its consolidated the Consolidated and Consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) of the corresponding period or periods of the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) aboveof this Section, a certificate of a Financial Officer of the Borrower in the form of Exhibit G (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.01, 6.07 and 6.11 6.10, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableconcurrently with any delivery of financial statements under clause (e) of this Section, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all a certificate of the functions accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of said commission, their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may beguidelines); (e) within ninety (90) days after the end of each fiscal year of Technologies, the audited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows of Technologies 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 Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Technologies and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (f) promptly following submission to the United States Securities and Exchange Commission, a copy of Form 10-Q (with all attachments), Form 10-K and all other forms, documents or certificates filed by Technologies or any of its Subsidiaries with such Commission; and (g) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and for distribution to each Lender: (a) within 105 100 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, audit other than with respect to or resulting from any exception solely as a result of (x) an upcoming maturity of date under any Loans under this Agreement Indebtedness occurring within one (1) year from the time such opinion is delivereddelivered or (y) any actual or potential inability to satisfy any 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 and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (it being understood that the foregoing can be satisfied by delivery of the Borrower’s relevant Form 10-K); (b) within fifty (50) 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (it being understood that the foregoing can be satisfied by delivery of the Borrower’s relevant Form 10-Q); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Section 6.01 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the 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; (e) 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 or any Lender (through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 105 100 days after the end of each fiscal year Fiscal Year of the BorrowerCompany (or such shorter period for the delivery of such statements as is required by either of the Existing Credit Agreements), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany (or such shorter period for the delivery of such statements as is required by either of the Existing Credit Agreements), its consolidated balance sheet and related statements of operations, stockholders’ equity operations 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 7.10 and 6.11 7.11, and (iii) stating whether describing in reasonable detail any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, 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 (f) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by request. Notwithstanding the Administrative Agent or any Lender foregoing requirements for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated annual and quarterly financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (aand reports and other filings in Section 6.01(a), (b) and (d) of this above, and notices required to be given pursuant to Section 5.01 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 11.02; or (ii) on which such documents are filed for public availability posted on the SECCompany’s Electronic Data Gathering behalf on an Internet or intranet website, if any, to which each Lender and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) 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 telecopier or electronic mail) of the filing posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(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 Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each 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 such 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 either of the Borrowers or their respective 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 Person’s securities. Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such 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 Borrowers 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 Borrowers or their respective 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 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat 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, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 105 commencing with the fiscal year ending December 31, 2023, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 120 days after the end of each such fiscal year of the Borroweryear, its audited consolidated balance sheet and related audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity (or, to the extent such fiscal year ends prior to the Effective Date, parent net investment) and cash flows of the Borrower as of the end of and for such fiscal year, and related notes thereto, setting forth in each case case, in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young KPMG LLP, PricewaterhouseCoopers LLP or any other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to to, or expressly resulting from a solely from, (A) an upcoming maturity date of any Loans Indebtedness under this Agreement or Material Indebtedness occurring within one (1) year from the time such opinion is delivereddelivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) days after commencing with the end of financial statements for the fiscal quarter ending March 31, 2023 on or before the date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, its if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days after the end of each such fiscal quarter, unaudited consolidated balance sheet and related unaudited consolidated statements of operations, stockholders’ equity comprehensive income (loss) and cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case case, in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (in each case, other than comparisons to financial statements in prior periods that were not required to be delivered hereunder), all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of the end of and for such fiscal quarter and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and which may exclude the effects of purchase accounting with respect to the Transactions or any Permitted Investment or similar Investment permitted under this Agreement;” (c) concurrently within 30 days after the end of each month, commencing with the month ending April 30, 2023, the consolidated balance sheet of the Borrower as at the end of such month and the related consolidated statements of income of the Borrower for such month; and (d) not later than five days after any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance in the case of financial statements delivered under paragraph (a) above, beginning with Sections 5.09 and 6.11 the financial statements for the fiscal year of the Borrower ending December 31, 2023, of Excess Cash Flow for such fiscal year and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s case of financial statements has occurred since the date delivered under paragraph (a) above, setting forth a reasonably detailed calculation of the audited financial statements referred to Net Proceeds received during the applicable period by or on behalf of the Borrower or any Subsidiary in Section 3.04 and, if respect of any such change has occurred, specifying event described in clause (a) of the effect definition of the term “Prepayment Event” and the portion of such change on Net Proceeds that has been used to prepay the financial statements accompanying such certificateLoans in accordance with Section 2.09(b); (de) commencing with the fiscal year ending December 31, 2024, not later than 120 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget) in the form customarily provided by management of the Borrower (or otherwise provided to the Investors); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings, the Borrower or any Subsidiary (or, if the Borrower is a subsidiary of the IPO Entity, the IPO Entity) with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, SEC or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (eg) reasonably promptly following any request therefor, (i) 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 Agreementany Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing. (h) within 30 days after the end of each month, a report relating to such month (a “KPI Report”) containing the key performance indicators set forth in the form of such report agreed with the Specified Lender Advisors prior to the Effective Date and delivered with respect to March 2023 pursuant to Section 4.01(l). Notwithstanding the foregoing, the obligations in paragraphs (a), (b), (c) and (iii) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and documentation reasonably requested its Subsidiaries by furnishing (A) the Administrative Agent Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any Lender for purposes Intermediate Parent or any direct or indirect parent of compliance with applicable “know your customer” and anti-money laundering rules and regulationsHoldings); provided that to the extent such information relates to a parent of the Borrower, including such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the Patriot Act differences between the information relating to such parent, on the one hand, and the Beneficial Ownership Regulation; and (f) concurrently with any delivery information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of the consolidated financial statements information required to be provided under paragraph (a) of this Section 5.01, such materials are accompanied by a report and opinion of KPMG LLP, PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness under this Agreement or Material Indebtedness occurring within one year from the time such opinion is delivered or (bB) above, if any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of the date end of and for such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such year on a consolidated financial statementsbasis in accordance with GAAP consistently applied. Documents required to be delivered pursuant to clauses paragraphs (a), (b), (c), (f) and or (di) (to the extent any such documents are included in materials otherwise filed with the SEC) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of the date (A) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet or (B) on which such documents are filed for public availability posted on the SECBorrower’s Electronic Data Gathering behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and Retrieval Systemthe Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, except in : (i) the case of clause Borrower shall deliver such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent and (d), ii) the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent (by telecopier or electronic mail) of the filing 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 materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, upon the Administrative Agent’s reasonable request, identify that portion of the Company Materials that may be distributed to the Public Lenders and that (i) all such Company 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; (ii) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (iv) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent and (for delivery to each Lender:): (ai) as soon as available and in any event within 105 90 days after the end of each fiscal year of the BorrowerFiscal Year, its audited consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently appliedgenerally accepted auditing standards; (bii) as soon as available and in any event within fifty (50) 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, its consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Quarter and the related statements of income and cash flows for such Fiscal Quarter and for such fiscal quarter 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 one of its a Financial Officers Officer as presenting fairly in (A) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations recurring unless otherwise disclosed) necessary for a fair presentation of the Borrower results for the period covered and its consolidated Subsidiaries on a consolidated basis (B) having been prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence applicable rules of footnotesthe SEC; (ciii) concurrently with any each delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 through Section 6.14, inclusive, and (iiiC) stating whether identifying any change change(s) in GAAP or in the application thereof which has affected or will affect that have become effective since the date of, and have had an effect on, the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate); (div) concurrently with each delivery of financial statements under clause (i) above, (A) a certificate of the accounting firm that reported on such financial statements stating whether during the course of their examination of such financial statements they obtained knowledge of any Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (B) a certificate of a Financial Officer identifying any Subsidiary that has been formed or acquired during the Fiscal Year covered by such financial statements; (v) promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Borrower or any Material Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may beSEC; (evi) promptly upon the effectiveness of any material amendment or modification of, or any waiver of the rights of the Borrower or any Material Subsidiary under, the certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents of the Borrower or any Material Subsidiary, and (vii) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryand its Material Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) request. provided that any information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents document that is required to be delivered pursuant to furnished by any of clauses (ai), (bii), (v), (vi) and (dvii) of this Section 5.01 may be delivered electronically and if so delivered, that is filed with the SEC via the XXXXX filing system shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), be furnished so long as the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide provides to the Administrative Agent by and the Lenders electronic mail electronic versions (i.e., soft copies) or written notice of the posting of such documentsinformation or document.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Collateral Agent and each Lender: (a) within 105 90 days after the end of each fiscal year of the BorrowerBorrower or such earlier date as required by applicable law to be filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young KPMG, LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and 49 without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower or such earlier date as required by applicable law to be filed with the SEC, its unaudited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.01, 6.02, 6.05 and 6.11 6.06, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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) within 30 days after the end of each calendar month, (i) 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, (ii) a listing and aging by counterparty of (1) Eligible Accounts Receivable from transactions other than Direct Service Transactions, (2) Estimated Eligible Accounts Receivable from transactions other than Direct Service Transactions, (3) Eligible Accounts Receivable from Direct Service Transactions and (4) Eligible Post-Petition Receivables, and (iii) all other back up documentation and information requested by the Collateral Agent or any Lender; (f) by January 31 of each fiscal year of the Borrower, a 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; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or as distributed by the Borrower to its shareholders generallyshareholders, as the case may be; and (h) promptly after execution thereof, copies of any Material Agreement, and each material amendment thereto; (ei) concurrently with the delivery thereof or immediately upon the receipt thereof, as the case may be, copies of (x) all written reports and other information concerning the Borrower or any Subsidiary furnished to KPP or any subsequent holder of any Indebtedness under the Subordinated Note Documents or any holder of all or any part of the KPP Warrants (or any Equity Interests issued on any exercise thereof) and (y) any material correspondence from KPP or any such holder (including, without limitation, any notices of any default or potential default or any notices concerning any exercise of remedies or potential exercise of remedies); (j) 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 Agreementany Loan Document, as the Administrative Collateral Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest; and (fk) concurrently with any delivery upon the request of the consolidated financial statements under paragraph (a) Collateral Agent or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d)Lender, the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide deliver to the Administrative Collateral Agent by electronic mail electronic versions and the Lenders copies of all regular or special reports and registration statements which Borrower or its Subsidiaries shall file with Governmental Authorities, the FCC, any PUC (i.e.or any successor thereto), soft copies) of such documentsthe SEC or any securities exchange.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and (who shall promptly furnish a copy to each Lender:): (a) as soon as available, but in any event within 105 ninety (90) days after the end of each fiscal year of the BorrowerCompany, its the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower Company and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but in any event within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower Company and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of executed by a Financial Officer of the Borrower Company (i) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken with respect thereto, ; and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in to the application thereof which has affected or will affect extent the Borrower’s applicable financial statements has occurred since include the date results of the audited any Permitted Joint Venture, separate financial statements referred to in Section 3.04 and, if or consolidating information for the Company and its Subsidiaries (but excluding any such change has occurred, specifying Permitted Joint Venture) in form reasonably satisfactory to the effect of such change on the financial statements accompanying such certificateAdministrative Agent; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stat- ing whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.09 to the extent the Company was required to comply with such Section during such fiscal year (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly after the same become publicly available, copies of all periodic annual, quarterly and other reports, current reports and proxy statements and other materials filed by the Borrower Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;SEC; and (ef) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request request. Financial statements and (ii) other information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (aSections 5.01(a), (b5.01(b) and (d5.01(e) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered if such statements and information shall have been posted by the Company on its website or shall have been posted on Intralinks or similar site to which all of the date on which such documents Lenders have been granted access or are filed for public availability publicly available on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in website pursuant to the case of clause EXXXX system. The Borrower acknowledges that (d), the Borrower shall notify (which may be by telecopy or electronic transmissiona) the Administrative Agent will make available information to the Lenders by posting such information on IntraLinks or similar electronic means and (b) certain of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions Lenders may be “public side” Lenders (i.e., soft copiesLenders that do not wish to receive material non-public information with respect to the Company, its subsidiaries or its securities) (each, a “Public Lender”). The Company agrees to identify that portion of the information to be provided to Public Lenders hereunder as “PUBLIC” and that such documentsinformation will not contain material non-public information relating to the Company or its Subsidiaries (or any of their securities).

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and for distribution to each Lender: (a) within 105 ninety (90) days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP consistently applied, with such audited balance sheet and related consolidated financial statements reported on by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion period commencing at the beginning of the such fiscal yearyear and ending with such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified on behalf of the Company by one a Financial Officer of its Financial Officers the Company as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Company, delivered on behalf of the Company, (i) certifying as to whether whether, to the knowledge of such Financial Officer, a Default has occurred and is continuing and, if a Default has occurredoccurred that is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Section 6.07 and (iii) to the extent that any change in GAAP or application thereof has a material impact on the financial statements accompanying such certificate and such change and impact has not been noted in such financial statements, stating whether any such change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 such financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all annual, regular, periodic and other special reports, proxy statements and other materials registration statements (i) filed by the Borrower or any Subsidiary Company with the SEC, SEC (or any Governmental Authority succeeding to any or all of the functions of said commission, the SEC) or with any national securities exchange, or (ii) distributed by the Borrower Company to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (f) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or by any Lender (acting through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 (A) may be delivered electronically and if so delivered, (B) shall be deemed to have been delivered on the date on which such documents are (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the Company provides a link thereto on xxxx://xxx.xxxxxxxxx.xxx or xxxx://xxx.xxxxxxxx.xxxxxxxxx.xxx or at another website identified in a notice from the Company and accessible by the Lenders without charge; provided thator (iii) posted on the Company’s behalf on an Internet or intranet website, except in the case of clause (d)if any, the Borrower shall notify (to which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent).

Financial Statements and Other Information. The Borrower Each of Goodyear and the European J.V. will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 110 days after the end of each fiscal year of the Borroweryear, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers or other independent public 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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Goodyear and its consolidated Consolidated Subsidiaries on a consolidated basis or of the European J.V. and its Consolidated Subsidiaries, as the case may be, in accordance with GAAP consistently appliedGAAP; (b) as soon as available and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borroweryear, its consolidated balance sheet and related statements of operationsincome, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or the Borrower European J.V. and its consolidated Subsidiaries J.V. Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Goodyear or the Borrower European J.V., as the case may be, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.09, 6.10, 6.11 and 6.11 6.12 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.04 the delivery of any such financial statements, since December 31, 2002) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) in the case of Goodyear, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Goodyear or any Subsidiary with the SECUnited States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Goodyear to its shareholders generally, as the case may be; (e) at the time of each delivery of financial statements under clause (a) or (b) above, and at such other times as Goodyear may determine, a certificate of a Financial Officer of Goodyear identifying each US Subsidiary, each J.V. Subsidiary and each subsidiary of Luxembourg Finance formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating (i) whether each such US Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such US Subsidiary as a Consent Subsidiary, (ii) whether each such J.V. Subsidiary is a Principal European Subsidiary and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Principal European Subsidiary as a Consent Subsidiary and (iii) whether each subsidiary of Luxembourg Finance is a Principal European Subsidiary and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Principal European Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 4.04 of the Guarantee and Collateral Agreement or any provision of any Security Agreement and each year, at the time of delivery of annual financial statements under Section 5.01(a), a certificate executed on behalf of the European J.V. by a Financial Officer and the chief legal officer of the European J.V. setting forth information sufficient to enable the Lenders to determine whether the requirements of Section 5.08 have been met at such time; (g) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer each of Goodyear and the European J.V. certifying that the requirements of Section 5.08 have been satisfied in all material respects; (h) promptly upon becoming available, quarterly and annual financial statements for GDTG prepared in the ordinary course of business; and (i) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of Goodyear, the Borrower European J.V. or any other Subsidiary, or compliance with the terms of this Agreement, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to clauses (a), (b) and (d) 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 if such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided thatinformation, except in the case of clause (d)or one or more annual or quarterly reports containing such information, the Borrower shall notify (which may be have been posted by telecopy or electronic transmission) 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 filing Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided that Goodyear shall deliver paper copies of such information to any Lender that requests such documents and provide 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 by electronic mail electronic versions (i.e., soft copies) of such documentsAgent.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and for distribution to each Lender: (a) within 105 ninety (90) days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its unaudited consolidated balance sheet and unaudited related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers (which certification shall be satisfied by the certification provided in Exhibit 31.2 to the Company’s applicable Quarterly Report on Form 10-Q) as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Company, substantially in the form of Exhibit I, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Section 6.10 and (iii) stating whether whether, to the knowledge of such Financial Officer, any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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) as soon as available, but in any event not more than seventy-five (75) days following the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Company for each month of the upcoming fiscal year in form as presented to the Board of Directors of the Company; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be;; and (eg) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents required to be delivered pursuant to clauses (aSections 5.01(a), (b) and (df) of this Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents are filed for public availability on the SEC’s Electronic Data Gathering website at xxx.xxx.xxx or on the Company’s website at the address communicated to the Administrative Agent and Retrieval System; provided thatthe Lenders in accordance with Section 9.01 or (ii) on which similar website, except in if any, to which the case of clause Administrative Agent and each Lender has access (dwhether a commercial, third-party website or whether a website sponsored by the Administrative Agent), provided that the Borrower Company shall notify have notified (which notice may be by telecopy facsimile or electronic transmissionmail and shall be given in accordance with Section 9.01) the Administrative Agent of the filing posting of any such documents. Each Lender shall be solely responsible for timely accessing posted documents and provide to or requesting delivery of paper copies of such documents from the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent.

Financial Statements and Other Information. The Borrower Xerox will furnish to the Administrative Agent (and the Administrative Agent shall promptly furnish to each Lender:): (a) within 105 days after the end of each fiscal year of Fiscal Year, commencing with the BorrowerFiscal Year ending on December 31, 2003, its audited consolidated balance sheet as of the end of such Fiscal Year and the related statements of operations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on without qualification by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Borrower Xerox and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year commencing with the second Fiscal Quarter of the Borrower2003, its consolidated balance sheet as of the end of such Fiscal Quarter and the related statements of operations, stockholders’ 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 one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Borrower Xerox and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any each delivery of financial statements under clause (aSection 5.01(a) or (b) aboveand 5.01(b), a certificate of a Financial Officer of the Borrower (i) certifying whether or not any Responsible Officer has knowledge as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.03 and 6.11 6.04 and, to the extent applicable as of the last day of the applicable Fiscal Quarter or Fiscal Year, Sections 6.13 and 6.14, (iii) stating whether any change in GAAP affecting Xerox’s consolidated financial statements or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the later of (A) the date of the most recent financial statements delivered pursuant to Section 5.01(a) and (B) the date of Xerox’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) in the case of Section 5.01(a), the comparable figures for such Fiscal Year included in the Business Plan and in the case of Section 5.01(b), to the extent the Business Plan contains figures for such Fiscal Quarter, the comparable figures for such Fiscal Quarter included in the Business Plan (in each case in a level of detail consistent with the Business Plan) and an explanation in reasonable detail of any significant variances from such Business Plan figures; (d) concurrently with each delivery of financial statements under Section 5.01(a), a certificate of the accounting firm that reported on such financial statements stating whether during the course of their examination of such financial statements they obtained knowledge of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available and in any event by February 15 of each Fiscal Year, a copy of Xerox’s annual business and financial plan for the Xerox Companies for such Fiscal Year on a quarterly basis and for the next two Fiscal Years on an annual basis, in form and level of detail consistent in all material respects with the Business Plan or otherwise reasonably satisfactory to the Administrative Agent (taking into account the sensitive nature of such information) and in any event including (i) projected balance sheets, income statements and cash flows, (ii) a description of the material assumptions used in preparing such plan and (iii) a comparison to the comparable information included in the Business Plan and an explanation of any significant variances, and promptly when available, any significant revisions to such plan; (f) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and 105 days after the end of the last Fiscal Quarter of each Fiscal Year, and at any other time within 30 days after a request from the Administrative Agent (provided that, unless a Default has occurred and is continuing, the Administrative Agent may not make such a request more than two times in any Fiscal Year), a certificate of a Financial Officer (each, a “Basket Lien Certificate”), in substantially the form of Exhibit I hereto, (i) certifying which Reference Indenture contains the Basket Lien Reference Provision that results in the lowest Basket Lien Available Amount at such time, (ii) setting forth (A) the calculation of the Basket Lien Available Amount, the Basket Lien Principal Amount and the Basket Lien Excess Amount, in each case under the Reference Indenture certified to be the most restrictive under clause (i) above and in each case as of the last day of such Fiscal Quarter or as of the date specified in such request, as the case may be, provided that it is understood that such calculation made at the request of the Administrative Agent may only be an estimate and (B) a list of all “Specified Subsidiaries” (as defined in the High Yield Indenture) or the equivalent category under the Reference Indenture certified to be the most restrictive under clause (i) above and (iii) attaching an updated Schedule 1.01I that shall replace in its entirety the Schedule 1.01I most recently delivered hereunder. (g) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and 105 days of the end of the last Fiscal Quarter of each Fiscal Year, a certificate of a Financial Officer setting forth the names of each Material Subsidiary; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials Current Reports on Form 8K filed with, or furnished to, the SEC by the Borrower or any Subsidiary with the SECXerox Company, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchangethe SEC, or distributed by the Borrower Xerox to its shareholders generally, as the case may be;; and (ei) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any SubsidiaryXerox Company, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, Xerox shall be deemed to have delivered the financial statements and other information referred to in Section 5.01(a), 5.01(b) and 5.01(h) above, when (i) such SEC filings, financials or other information have been delivered posted on the date Internet website of the Securities and Exchange Commission (xxxx://xxx.xxx.xxx) or on which such documents are filed for public availability on the SECXerox’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) own internet website as previously identified to the Administrative Agent of the filing of any such documents and provide to Lenders and (ii) Xerox has notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. If the Administrative Agent or a Lender requests such SEC filings, financial statements or other information to be delivered to it in hard copies, Xerox shall furnish to the Administrative Agent or such Lender, as applicable, such statements accordingly, provided that no such request shall affect that such SEC filings, financial statements or other information have been deemed to have been delivered in accordance with the terms of the immediately preceding sentence.

Financial Statements and Other Information. The Borrower will furnish ------------------------------------------ shall deliver to the Administrative Agent and Agent, with a copy for each Lender, the following: (a) within 105 90 days after the end of each fiscal year of the BorrowerBorrower commencing with the 1998 fiscal year, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (commencing with the fiscal quarter ending March 31, 1999), its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Responsible Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Borrower (i) certifying as to such officer's knowledge whether a payment Default or Event of Default has occurred and is continuing and, if a payment Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph clause (a) or (b) above, if as a certificate of the date accounting firm, if available from such accounting firm, that reported on such financial statements (which certificate may be limited to accounting matters and may disclaim responsibility for legal interpretations) stating whether they obtained knowledge during the course of their examination of such financial statements, there are statements of any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses Default (a), (b) and (d) of this Section 5.01 which certificate may be delivered electronically and if so deliveredlimited to the extent permitted by accounting rules or guidelines); and (e) such other information in respect of the conditions or operations, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided thatfinancial or otherwise, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) any Subsidiary as the Administrative Agent of the filing of any such documents and provide may from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstime reasonably request.

Financial Statements and Other Information. The Borrower Guarantor will furnish to the Administrative Agent and with sufficient copies for distribution to each Lender: (a) as soon as the same is available but in any event within 105 ninety (90) days after the end of each fiscal year of the BorrowerGuarantor, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as the same is available but in any event within fifty forty five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerGuarantor, its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Guarantor (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Clause 7.11 (Finance Covenants) and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 of the U.S. Facility Agreement and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 90 days of the commencement of each fiscal year of the Guarantor, projected consolidated balance sheets, income statements and cash flow statements of the Guarantor and its consolidated Subsidiaries for such fiscal year; (e) promptly after the same become publicly available, copies of all periodic 10-Ks, 10-Qs and other reports, proxy statements and other materials 8-Ks filed by the Borrower Guarantor or any Subsidiary with the SECU.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Guarantor to its shareholders generally, as the case may be;; and (ef) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Guarantor or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents required to be delivered pursuant to clauses (a), (b) and ), (d) or (e) of this Section 5.01 Clause 6.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Guarantor posts such documents, or provides a link thereto on the Guarantor's website on the Internet at the website address <xxx.xxxxxxxxxx.xxx>; (ii) on which such documents are posted on the Guarantor's behalf on IntraLinks™ or a substantially similar electronic platform, 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); or (iii) on which such documents are filed for public availability on the SEC’s U.S. Securities and Exchange Commission's Electronic Data Gathering and Retrieval System; provided that, except in that the case of clause (d), the Borrower Guarantor shall notify (which may be by telecopy facsimile or electronic transmissionmail) the Administrative Agent of the filing posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Guarantor shall be required to provide paper copies of the compliance certificates required by clause (c) of this Clause 6.1 to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 90 days after the end of each fiscal year of the Borrower, its audited : (i) consolidated balance sheet and related consolidating statements of operationsincome, stockholders’ equity retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year and the related consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of at the end of and for such fiscal year, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the previous preceding fiscal year, all reported on by Ernst & Young or other , (ii) an opinion of independent certified public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect stating that such said consolidated financial statements referred to in the preceding clause (i) fairly present fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis as at the end of, and for, such fiscal year in accordance with GAAP, and a statement of such accountants to the effect that, in making the examination necessary for their opinion, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section 7.9, insofar as such Section relates to accounting matters, and (iii) a certificate of a Financial Officer of the Borrower stating that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Borrower and of each of the Consolidated Subsidiaries, in each case in accordance GAAP consistently applied, as at the end of, and for, such fiscal year; (b) as soon as available and in any event within fifty (50) 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal year of the Borrower, its : (i) consolidated balance sheet and related consolidating statements of operationsincome, stockholders’ equity retained earnings and cash flows as of the Borrower and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of and for such fiscal quarter period, and the then elapsed portion related consolidated and consolidating balance sheets of the fiscal yearBorrower and its Consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period or periods of in the preceding fiscal year (orexcept that, in the case of balance sheets, such comparison shall be to the balance sheet, as last day of the end of) the previous prior fiscal year), (ii) a certificate of a Financial Officer of the Borrower, all certified by one of its Financial Officers as presenting which certificate shall state that said consolidated financial statements referred to in the preceding clause (i) fairly in all material respects present the consolidated financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis and that said consolidating financial statements referred to in the preceding clause (i) fairly present the respective individual unconsolidated financial condition and results of operations of the Borrower and of each of its Consolidated Subsidiaries, in each case in accordance with GAAP generally accepted accounting principles, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence omission of footnotes); (c) as soon as available and in any event with 35 days after the end of each month, internally prepared financial statements consisting of statements of income, and cash flows of the Borrower and its Consolidated Subsidiaries for such month and for the period from the beginning of the current fiscal year to the end of such month, and the related consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such month. (d) concurrently with any delivery of financial statements under clause clauses (a) or and (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 Section 7.9 (including a statement of the Consolidated Total Leverage Ratio for purposes of the definition of Applicable Margin), Section 7.6 (with respect to any Restricted Junior Payment proposed to be made pursuant to Section 7.6(a)(vi)) and 6.11 Section 2.9(b)(vi), and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 4.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (de) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) as soon as available and in any event within 30 days after the beginning of the fiscal year of the Borrower, statements of forecasted consolidated income for the Borrower and its Consolidated Subsidiaries for each fiscal month in such fiscal year and a forecasted consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, together with supporting assumptions which were reasonable when made, as at the end of each fiscal month, all prepared in good faith in reasonable detail and consistent with the Borrower's and the Borrower's past practices in preparing projections and otherwise reasonably satisfactory in scope to the Agent; (g) promptly after the same become publicly available, copies of all registration statements, regular periodic reports and other reports, proxy statements and other materials press releases filed by the Holding Company, the Borrower or any Consolidated Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (eh) promptly upon the mailing thereof to the shareholders of the Borrower generally or to the holders of the Senior Subordinated Notes (or any Refunding Indebtedness) generally, copies of all financial statements, reports and proxy statements so mailed; (i) promptly as they become available, and in any event promptly upon the Agent's request, for each publication for which audits are regularly prepared by any Credit Party (i) audits of the magazine subscriptions for each of the publications of the Credit Parties as of December 31 and June 30 each year performed by either Audit Bureau of Circulations or Business Publications Audit of Circulation, Inc. and (ii) audits of the membership subscriptions for the Borrower and its Restricted Subsidiaries as of December 31 and June 30 each year; (j) promptly upon the Agent's request, the Borrower shall deliver to the Agent tapes, disks or other storage media containing the then-current subscription and membership lists and other data bases maintained by each of the Credit Parties, together with the technical specifications for how to read such information, all in form reasonably satisfactory to the Agent which may include the requirement that the Borrower request that each of its and the Restricted Subsidiaries' fulfillment houses furnish such information regarding the Credit Parties' subscription lists as are maintained by such fulfillment houses; PROVIDED, HOWEVER, that the Agent shall not divulge such information to any Person prior to the occurrence of an Event of Default; PROVIDED, FURTHER HOWEVER, that after the occurrence and during the continuation of an Event of Default, the Agent may use that information for any lawful purpose (including a sale of one or more data bases), provided that the Agent acts in a commercially reasonable fashion in making such use, but the Agent shall have no obligation to make any such use of such information unless directed to do so by the Required Lenders; and (k) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any SubsidiaryCredit Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Each of Goodyear and the European J.V. will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 110 days after the end of each fiscal year of the Borroweryear, its audited consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers or other independent registered public accountants accounting firm 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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower Goodyear and its consolidated Consolidated Subsidiaries on a consolidated basis or of the European J.V. and its Consolidated Subsidiaries, as the case may be, as of the end of and for such fiscal year in accordance with GAAP consistently applied; (b) as soon as available and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borroweryear, its consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and consolidated results of operations of Goodyear and its Consolidated Subsidiaries or the Borrower European J.V. and its consolidated Subsidiaries J.V. Subsidiaries, as the case may be, on a consolidated basis basis, as of the end of and for such fiscal quarter in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any not later than five Business Days after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Goodyear or the Borrower European J.V., as the case may be, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 Section 6.09 at the end of the period to which such financial statements relate and 6.11 for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.04 the delivery of any such financial statements, since December 31, 2014) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) in the case of Goodyear, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Goodyear or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionthe SEC, or with any national securities exchange, or distributed by the Borrower Goodyear to its shareholders generally, as the case may be; (e) 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 than in connection with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of financial statements for the consolidated fiscal period ended March 31, 2015, not later than five Business Days after each delivery of financial statements under paragraph clause (a) or (b) above, if and at such other times as Goodyear may determine, a certificate of the date a Financial Officer of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) Goodyear identifying each US Subsidiary and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.each

Financial Statements and Other Information. The U.S. Borrower will furnish to the Administrative Agent and each Lender:(which will promptly furnish such information to the Lenders in accordance with its customary practice): (a) within 105 ninety (90) days after the end of each fiscal year of the U.S. Borrower, its audited consolidated balance sheet and related statements of operationsearnings, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and reasonably acceptable to the Agent (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 maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within fifty forty-five (5045) days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly fairly, in all material respects respects, the financial condition position and results of operations of the U.S. 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 footnotesadjustments; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (which shall promptly furnish to each Lender:): (a) within 105 90 days after the end of each fiscal year of the Borrower, its the audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its the unaudited consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) aboveof this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 7.08, 7.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 Term Loan Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 105 as soon as available, but not later than 90 days after following the end of each fiscal year of the BorrowerCompany, its audited consolidated compiled balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such that previous year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing year (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such any audit), other than with respect to or resulting from a maturity all certified by one of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present its appropriate officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis Company in accordance with GAAP consistently applied, subject to normal year end audit adjustments and the absence of footnotes; (b) within fifty (50) as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such that fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers appropriate officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis Company in accordance with GAAP consistently applied, subject to normal year-year end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer an appropriate officer of the Borrower Company (i) certifying as to whether or not a Default has occurred and, if a Default has occurred, specifying the details thereof of, and any action taken or proposed to be taken with respect theretoto, that Default, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether or not any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements of GAAP has occurred since the date of the audited financial statements referred to in Section 3.04 6.04 and, if any such change has occurred, specifying the effect of such that change on the financial statements accompanying such that certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on those financial statements stating whether or not they obtained knowledge during the course of their examination of those financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but not later than 15 days after the end of each of month, quarter and each fiscal year of the Company, a statement setting forth the aging report on the accounts receivable and accounts payable of the Company as of the end of each such month, quarter or fiscal year just ended, which, for purposes of clarification, shall include, a summary of net revenues and cash collections of the Company; (f) as soon as available, but not later than 30 days following their filing, copies of the Company’s and the Parent’s annual U.S. Tax returns certified by an appropriate officer or other executive officer of the Company; (g) promptly following any request for the same, such other information regarding the operations, business affairs and financial condition of the Company or compliance with the terms of the Basic Documents, as Lender may request from time to time; and (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary Company with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by to holders of its Indebtedness pursuant to the Borrower to its shareholders generallyterms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be; (e) promptly following . To the extent any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryabove reporting is available to the Company in respect of SG Solutions, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery Company shall promptly forward copies of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary same to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender.

Financial Statements and Other Information. The Borrower will furnish Furnish or cause to be furnished to the Administrative Agent and for distribution to each Lender: (a) within 105 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all audited and reported on by Ernst Deloitte & Young Touche or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, that Annual Reports on Form 10-K filed with or furnished to the SEC by the Borrower shall constitute delivery to the Administrative Agent under this reporting requirement to the extent such Annual Reports include the information specified herein; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that Quarterly Reports on Form 10-Q filed with or furnished to the SEC by the Borrower shall constitute delivery to the Administrative Agent under this reporting requirement to the extent such quarterly reports include the information specified herein; (c) [RESERVED]; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 Section 6.1 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 3.4 or the most recent report delivered pursuant to this paragraph, as the case may be, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (de) within 30 days after 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 Event of Default under Section 6.1 (which certificate may be limited to the extent required by accounting rules or guidelines); provided, however, that such certificate need not be provided if it is the general practice and policy of such accounting firm not to provide or issue such certificates; 509265-0507-14367-Active.16189227.17 (f) [RESERVED]; (g) promptly after the same become publicly availablefollowing receipt thereof, copies of all periodic any documents described in (i) Sections 101(f) or 101(j) of ERISA that the Borrower, any Subsidiary or any ERISA Affiliate may request with respect to any a Plan and/or (ii) Section 101(f), 101(k), or 101(l) or ERISA request with respect to any Multiemployer Plan; provided, that if the Borrower, any Subsidiary or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Borrower, each Subsidiary and other reports, proxy statements and other materials filed by each ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and/or the Borrower or any Subsidiary with shall provide copies of such documents and notices to 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;Administrative Agent promptly after receipt thereof; and (eh) 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderAgent: (a) as soon as available and in any event within 105 forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case prepared in accordance with GAAP -72- 4882-5123-79004861-6868-3896 v.123 consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a certificate of a Responsible Officer of the Borrower stating that (x) such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Subsidiaries for the period ended on such date have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that documents required to be furnished pursuant to this Section 8.01(a) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “XXXXX” (with the related certificate separately delivered); (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year (i) the consolidated balance sheets of the Borrower, Borrower and its audited Subsidiaries as of the end of such fiscal year and (ii) the related consolidated balance sheet and related statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such fiscal year, setting forth in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, all reported on accompanied by a report and opinion thereon of Ernst & Young LLP or other another firm of independent certified public accountants of recognized national standing (without a reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and, such report and opinion shall not be subject to any “going concern” or like qualification or exception and without or emphasis of matter of going concern footnote or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents , certified by a Responsible Officer of the Borrower; provided that documents required to be delivered furnished pursuant to clauses (a), (b) and (d) of this Section 5.01 8.01(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered furnished on the date on which that such documents are filed for public availability on “XXXXX” or the SECBorrower’s Electronic Data Gathering website; provided, however, that any such report shall not be considered qualified due to the inclusion of an emphasis of matter paragraph in the audit opinion based on the impending maturity date of any Indebtedness under this Agreement within 12 months of the date of such report, the prospective breach of any financial covenant hereunder or liquidity issues due to ordinary course liabilities; (c) together with the financial statements required pursuant to Section 8.01(a) and Retrieval System(b), a compliance certificate signed by a Responsible Officer of the Borrower as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original, authentic counterpart thereof for all purposes) substantially in the form of Exhibit E (a “Compliance Certificate”) including details of any issues that are material that are raised by auditors -73- 4882-5123-79004861-6868-3896 v.123 and any occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or Section 7.22 to be incorrect in any material respect (or in any respect if such representation or warranty is qualified by materiality or by reference to Material Adverse Effect or Material Adverse Change) if such representation or warranty were to be made at the time of delivery of a Compliance Certificate. For the avoidance of doubt, no representation or warranty contained in Section 7.07, Section 7.18 or Section 7.22 is required to be, shall be or shall be deemed to be made in connection with a delivery of any Compliance Certificate; (d) after being prepared by the Borrower and approved by its Board, and promptly following the Administrative Agent’s request therefor, a consolidated budget for the Borrower and its Subsidiaries for the fiscal year to which such budget relates; provided that, except in for each fiscal year, on or before the case sixtieth (60th) day following the beginning of clause (d)such fiscal year, the Borrower shall prepare, and its Board shall approve, such consolidated budget for such fiscal year, and the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent promptly after the Board has given such approval; (e) promptly after the same are released, copies of all press releases (other than any press release that is immaterial, routine or administrative in nature); provided that documents required to be furnished pursuant to this Section 8.01(e) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “XXXXX” or the Borrower’s website; (f) promptly, and in any event within five (5) Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which the Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor, in each case, excluding any investigation or inquiry that is immaterial, routine or administrative in nature; provided that documents required to be furnished pursuant to this Section 8.01(f) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “XXXXX” or the Borrower’s website; (g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent generally to the stockholders of each Obligor and its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which any Obligor or its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which such Obligor or such Subsidiary, as applicable, may become subject from time to time; provided that documents required to be furnished pursuant to this Section -74- 4882-5123-79004861-6868-3896 v.123 8.01 (g) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “XXXXX” or the Borrower’s website; (h) the information regarding insurance maintained by the Borrower and its Subsidiaries as and when required under Section 8.05; (i) promptly and in any event within five (5) Business Days after the Borrower obtains knowledge of any Claim related to any Product or inventory involving more than $2,500,000 (or the Equivalent Amount in other currencies), written notice thereof from a Responsible Officer of the filing Borrower which notice shall include a statement setting forth details of any such documents and provide return, recovery, dispute or claim; (j) together with the delivery of the Compliance Certificate, evidence reasonably satisfactory to the Administrative Agent, based upon the Borrower’s bank account statements that the Borrower has met its minimum liquidity requirement set out in Section 10.01; and (k) such other information respecting the businesses, financial performance, operations, condition of the assets or liabilities of the Obligors (including with respect to the Collateral), taken as a whole, as the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsmay from time to time reasonably request.

Financial Statements and Other Information. The ------------------------------------------- Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst Coopers & Young Xxxxxxx, or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borroweryear, its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.08 and 6.11 6.12 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Information. The Borrower will furnish deliver to each Purchaser of a Note by making available on the Administrative Agent and each Lender:internet at xxx.xxx.xxx under American Water Star, Inc. (AMWS) (a) within 105 days promptly after the end completion of the audit for each fiscal year of the Borrower, its audited consolidated balance sheet sheets of the Borrower and related statements of operationsits Affiliates, stockholders’ equity and cash flows as of at the end of and for such year, and consolidated statements of operations and cash flow of the Borrower and its Affiliates, for such fiscal year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in reasonable detail and certified, by Ernst & Young or other regionally recognized independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to accounting firm selected by the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 appliedBorrower; (b) within fifty (50) days after the end of each calendar quarter, unaudited consolidated balance sheets of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Borrower as of the end of such quarter, and unaudited consolidated statements of operations and cash flow of the Borrower and its Affiliates for such quarter and for such the current fiscal quarter year to date, prepared in accordance with GAAP and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments adjustments, and other key operating and financial statistics and data material to the absence Borrower's business and operations, all in reasonable detail and certified by the principal financial officer of footnotesthe Borrower; (c) concurrently with any delivery promptly upon the Borrower's learning thereof, notice of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to any material litigation adversely affecting the Borrower whether a Default has occurred and, if a Default has occurred, specifying or not the details thereof and any action taken or proposed claim is considered by the Borrower to be taken with respect theretocovered by insurance, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether the institution of any change in GAAP material suit or in the application thereof which has affected or will affect administrative proceeding involving the Borrower’s 's business, affairs, assets, prospects, operations, employee relations, rights or conditions (financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 or otherwise); and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after upon the same become publicly availableBorrower's learning thereof, copies notice of all periodic and other reportsany material default under, proxy statements and other materials filed by the Borrower or breach or violation of, this Agreement or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsRelated Agreements.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:Agent: -92- 4882-5123-7900 v.12 (a) as soon as available and in any event within 105 forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year (i) the consolidated balance 4882-5123-7900 v.12 sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a certificate of a Responsible Officer of the Borrower stating that (x) such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Subsidiaries for the period ended on such date have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that documents required to be furnished pursuant to this Section 8.01(a) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “EXXXX” (with the related certificate separately delivered); (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year (i) the consolidated balance sheets of the Borrower, Borrower and its audited Subsidiaries as of the end of such fiscal year and (ii) the related consolidated balance sheet and related statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such fiscal year, setting forth in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, all reported on accompanied by a report and opinion thereon of Ernst & Young LLP or other another firm of independent certified public accountants of recognized national standing (without a reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and, such report and opinion shall not be subject to any “going concern” or like qualification or exception and without or emphasis of matter of going concern footnote or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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; (b) within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents , certified by a Responsible Officer of the Borrower; provided that documents required to be delivered furnished pursuant to clauses (a), (b) and (d) of this Section 5.01 8.01(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered furnished on the date on which that such documents are filed for public availability on “EXXXX” or the SECBorrower’s Electronic Data Gathering website; provided, however, that any such report shall not be considered qualified due to the inclusion of an emphasis of matter paragraph in the audit opinion based on the impending maturity date of any Indebtedness under this Agreement within 12 months of the date of such report, the prospective breach of any financial covenant hereunder or liquidity issues due to ordinary course liabilities; (c) together with the financial statements required pursuant to Section 8.01(a) and Retrieval System(b), a compliance certificate signed by a Responsible Officer of the Borrower as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original, authentic counterpart thereof for all purposes) substantially in the form of Exhibit E (a “Compliance Certificate”) including details of any issues that are material that are raised by auditors and any occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or Section 7.22 to be incorrect in any material respect (or in any respect if such 4882-5123-7900 v.12 representation or warranty is qualified by materiality or by reference to Material Adverse Effect or Material Adverse Change) if such representation or warranty were to be made at the time of delivery of a Compliance Certificate. For the avoidance of doubt, no representation or warranty contained in Section 7.07, Section 7.18 or Section 7.22 is required to be, shall be or shall be deemed to be made in connection with a delivery of any Compliance Certificate; (d) after being prepared by the Borrower and approved by its Board, and promptly following the Administrative Agent’s request therefor, a consolidated budget for the Borrower and its Subsidiaries for the fiscal year to which such budget relates; provided that, except in for each fiscal year, on or before the case sixtieth (60th) day following the beginning of clause (d)such fiscal year, the Borrower shall prepare, and its Board shall approve, such consolidated budget for such fiscal year, and the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent promptly after the Board has given such approval; (e) promptly after the same are released, copies of all press releases (other than any press release that is immaterial, routine or administrative in nature); provided that documents required to be furnished pursuant to this Section 8.01(e) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “EXXXX” or the Borrower’s website; (f) promptly, and in any event within five (5) Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which the Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor, in each case, excluding any investigation or inquiry that is immaterial, routine or administrative in nature; provided that documents required to be furnished pursuant to this Section 8.01(f) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “EXXXX” or the Borrower’s website; (g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent generally to the stockholders of each Obligor and its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which any Obligor or its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which such Obligor or such Subsidiary, as applicable, may become subject from time to time; provided that documents required to be furnished pursuant to this Section 8.01(g) may be delivered electronically and if so delivered, shall be deemed furnished on the date that such documents are filed for public availability on “EXXXX” or the Borrower’s website; (h) the information regarding insurance maintained by the Borrower and its Subsidiaries as and when required under Section 8.05; (i) promptly and in any event within five (5) Business Days after the -95- 4882-5123-7900 v.12 Borrower obtains knowledge of any Claim related to any Product or inventory involving -96- 4882-5123-7900 v.12 more than $2,500,000 (or the Equivalent Amount in other currencies), written notice thereof from a Responsible Officer of the filing Borrower which notice shall include a statement setting forth details of any such documents and provide return, recovery, dispute or claim; (j) together with the delivery of the Compliance Certificate, evidence reasonably satisfactory to the Administrative Agent, based upon the Borrower’s bank account statements that the Borrower has met its minimum liquidity requirement set out in Section 10.01; and (k) such other information respecting the businesses, financial performance, operations, condition of the assets or liabilities of the Obligors (including with respect to the Collateral), taken as a whole, as the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsmay from time to time reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each LenderLender and Issuing Bank: (a) as soon as available and in any event within 105 110 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification in any material respect or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal year in accordance with GAAP consistently applied; (b) as soon as available and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any not later than five Business Days after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 Section 6.09 at the end of the period to which such financial statements relate and 6.11 for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.04 the delivery of any such financial statements, since December 31, 2015) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionthe SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2016, not later than five Business Days after each delivery of financial statements under clause (a) or (b) above, and at such other times as the Borrower may determine, a certificate of a Financial Officer identifying each Domestic Subsidiary formed or acquired after the Restatement Date and not previously identified in a certificate delivered pursuant to this paragraph, stating whether each such Domestic Subsidiary is an Excluded Subsidiary or a Consent Subsidiary and describing the factors that shall have led to the identification of any such Domestic Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 5.04 of the Guarantee and Collateral Agreement; (g) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2016, not later than five Business Days after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower certifying that the requirements of Section 5.08 have been satisfied in all material respects; (h) on any date on which (i) either (A) any Grantor shall withdraw cash constituting Eligible Cash from a Deposit Account in which such cash shall have been held or (B) the Borrower shall request any Borrowing, or any issuance or amendment of a Letter of Credit, and (ii) after giving effect to such withdrawal or such Borrowing, issuance or amendment, the aggregate Credit Exposures would exceed the Borrowing Base Availability then in effect, determined without giving effect to clause (d) of the definition of “Borrowing Base”, a certificate of a Financial Officer setting forth the amount of Eligible Cash after giving effect to any such withdrawal, Borrowing or issuance or amendment of a Letter of Credit; (i) at any time when the aggregate solvency deficiency in respect of Defined Benefit CPPs, as set out on the most recent actuarial valuation reports filed with the applicable Governmental Authority, is greater than $25,000,000, (i) not later than 60 days after filing with any applicable Governmental Authority, copies of each annual and other return, report or valuation with respect to each Defined Benefit CPP as filed with such Governmental Authority; (ii) promptly and in any event within 30 days after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Credit Party may receive from any applicable Governmental Authority with respect to any Defined Benefit CPP (other than ordinary course correspondence regarding plan amendments); and (iii) notification within 30 days of any voluntary or involuntary termination of, or participation in, a Defined Benefit CPP; and (j) 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 AgreementAgreement or the other Credit Documents, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, 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 date on which such documents are filed for public availability on website of the SEC’s Electronic Data Gathering and Retrieval SystemSEC at xxxx://xxx.xxx.xxx; provided that, except in the case of clause (d), that the Borrower shall notify (which 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 telecopy or electronic transmission) communications pursuant to procedures approved by the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 105 110 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young PricewaterhouseCoopers or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.04 the delivery of any such financial statements, since December 31, 2011) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commissionthe SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2012, not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, and at such other times as the Borrower may determine, a certificate of a Financial Officer identifying each Domestic Subsidiary formed or acquired after the Restatement Date and not previously identified in a certificate delivered pursuant to this paragraph, stating whether each such Domestic Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Domestic Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 5.04 of the Guarantee and Collateral Agreement; (g) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2012, not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower certifying that the requirements of Section 5.08 have been satisfied in all material respects; and (h) 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 AgreementAgreement or the other Credit Documents, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statementsrequest. Documents Information required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, 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 date on which such documents are filed for public availability on website of the SEC’s Electronic Data Gathering and Retrieval SystemSEC at xxxx://xxx.xxx.xxx; provided that, except in the case of clause (d), that the Borrower shall notify (which 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 telecopy or electronic transmission) communications pursuant to procedures approved by the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent.

Financial Statements and Other Information. The Borrower will furnish shall deliver or cause to be delivered to the Administrative Agent and each LenderAgent: (a) within 105 120 days after the end of each fiscal year of the BorrowerFiscal Year, its audited (i) a consolidated balance sheet of the Parent and related its Subsidiaries as of the end of such Fiscal Year and (ii) consolidated statements of operationsincome, stockholderschanges in members’ equity and cash flows as of the end of Parent and its Subsidiaries for such yearFiscal Year, setting forth forth, in each case case, in comparative form the figures for the previous fiscal yearFiscal Year, all reported on in reasonable detail, prepared in accordance with GAAP, and accompanied by Ernst & Young or other an opinion thereon of 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, audit (other than with respect to or resulting from a (x) the impending maturity of any Loans under this Agreement occurring within one Indebtedness and (1y) year from the time such any actual or prospective breach of any financial covenant)), which opinion is delivered) to the effect shall state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of the Borrower and its consolidated Subsidiaries on a consolidated basis such accountants in connection with such financial statements has been made in accordance with GAAP consistently appliedgenerally accepted auditing standards; (b) within fifty sixty (5060) days after the end of each of the first three fiscal quarters (3) Fiscal Quarters of each fiscal year Fiscal Year (or, within ninety (90) days in the case of the Borrowerfirst Fiscal Quarter ending after the Closing Date), its (i) a consolidated balance sheet of the Parent and related its Subsidiaries as of the end of such Fiscal Quarter and (ii) consolidated statements of operationsincome, stockholderschanges in shareholders’ equity and cash flows as of the end of Parent and its Subsidiaries for such fiscal quarter and Fiscal Quarter for the then elapsed portion of the fiscal yearFiscal Year ending with such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearpreceding Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis reasonable detail, prepared in accordance with GAAP consistently appliedand certified by a Financial Officer of the Borrower as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to normal changes resulting from year-end audit adjustments and the absence of footnotesfootnotes (except with respect to the cash flow statements which may be non-GAAP cash flow statements prepared by management substantially in the form historically prepared by management); (c) concurrently with any each delivery of the financial statements under described in clause (a) or (b) above, a certificate commencing with the Fiscal Year ending December 31, 2021, management’s discussion and analysis of a Financial Officer of significant operational and financial developments during the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s quarterly period covered by such financial statements has occurred since delivered, in form and substance reasonably satisfactory to 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 certificateAdministrative Agent; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the 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; (e) 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 or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any each delivery of the consolidated financial statements under paragraph described in clauses (a) or and (b) above, if as of the date of such financial statements, there are any Unrestricted SubsidiariesSubsidiaries during the period covered by such financial statements, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated financial statements. Documents required ; (e) concurrently with each delivery of the financial statements described in clauses (a) and (b) above, confirmation from the Borrower that it and the Restricted Subsidiaries are in compliance with the requirements of Section 6.07(u); promptly upon receipt thereof by the Borrower or any other Group Member in connection with any indenture or other agreement or instrument evidencing Material Indebtedness, one copy of each notice of any default or event of default thereunder; (f) promptly, and in any event no later than ninety (90) days after the beginning of each Fiscal Year of the Borrower (commencing with the Fiscal Year beginning on or around January 1, 2022), a consolidated budget for the Borrower and the Subsidiaries for such Fiscal Year, in form reasonably satisfactory to be the Administrative Agent; (g) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or the Required Lenders may from time to time reasonably request; and (h) at the request of the Administrative Agent, conduct one telephonic conference call per Fiscal Quarter after delivery of the financial statements pursuant to Section 5.04(a), with the Lenders and the management of the Borrower to discuss the contents of the financial statements delivered pursuant to clauses (a), (bSection 5.04(a) and (d) such other relevant matters relating to the business, operations and financial condition of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) and the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsother Restricted Subsidiaries.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and (with copies for each Lender:): (a) within 105 Within ten (10) days after the end of each calendar month of each fiscal year, proof of the Borrower’s compliance with Section 10.01, which proof may be in the form of copies of one or more bank statements demonstrating such compliance, accompanied by a certification thereof from the chief financial officer of the Borrower. (b) Within forty-five (45) days after the end of each fiscal year of the Borrowerquarter, its audited (i) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter, and (ii) the related unaudited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case, prepared in accordance with GAAP consistently applied (subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes), all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a certificate of a Responsible Officer of the Borrower stating that such financial statements (x) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and (y) have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that documents required to be furnished pursuant to this Section 8.01(b) shall be deemed furnished on the date that such documents are publicly available on “EXXXX” and notice of such availability is provided to the Administrative Agent. (c) As soon as available and in any event within ninety (90) days after the end of each fiscal year, (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and (ii) the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, all reported on accompanied by Ernst & Young a report and opinion thereon of RSM US LLP or other another firm of independent certified public accountants of recognized national standing (without a reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with GAAP, consistently applied, and shall not be subject to any “going concern” or like qualification or exception and without of any qualification or exception as to the scope of such auditaudit (except, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from of the time such opinion is delivered) Maturity Date, solely to the effect extent that the Obligations maturing on the Maturity Date may be considered “current indebtedness” in accordance with GAAP), and in the case of such consolidated financial statements, certified by a Responsible Officer of the Borrower; provided that documents required to be furnished pursuant to this Section 8.01(c) shall be deemed furnished on the date that such documents are publicly available on “EXXXX” and notice of such availability is provided to the Administrative Agent. (d) (i) together with the financial statements present fairly required pursuant to Sections 8.01(b) and 8.01(c), a compliance certificate delivered by the chief financial Responsible Officer of the Borrower as of the end of the applicable accounting period, substantially in all material respects the form of Exhibit E (a “Compliance Certificate”) including a summary of Advanced Energy Net Revenue generated by the Products (in reasonable detail and in a manner that segregates Advanced Energy Net Revenue by type of Product) and which evidences the Obligors’ compliance with Section 10 and (ii) together with the financial statements required pursuant to Sections 8.01(b) and 8.01(c), a management discussion and analysis, prepared in writing and in reasonable detail, discussing Bxxxxxxx’s financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as set forth in accordance with GAAP consistently applied;such financial statements. (be) within fifty As soon as available and in any event no later than sixty (5060) days after following the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of an annual budget (or equivalent) on a consolidated basis for the Borrower and its consolidated balance sheet and related statements of operationsSubsidiaries, stockholders’ equity and cash flows as of approved by the end of and Borrower’s Board, for such fiscal quarter and the then elapsed portion of the current fiscal year, setting forth in each case in comparative form together with the figures for the corresponding period or periods of (or, projections used in the case preparation thereof, accompanied by a certificate of the balance sheet, as chief financial officer of the end of) the previous fiscal year, all certified by one of its Financial Officers Borrower certifying (in his or her capacity as presenting fairly in all material respects the financial condition and results of operations an officer of the Borrower and its consolidated Subsidiaries not in his or her individual capacity) that such projections are based on a consolidated basis reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such projections are incorrect or misleading in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;any material respect. (cf) concurrently with Promptly, and in any delivery of financial statements under clause event within ten (a10) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details days after receipt thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with of its Subsidiaries, copies of (x) each material notice or other material correspondence received from any securities regulator or exchange to the SEC, authority of which any Obligor or any Governmental Authority succeeding of its Subsidiaries are subject concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor or any such Subsidiary and (y) all press releases; provided that documents required to any or all be furnished pursuant to this Section 8.01(f) shall be deemed furnished on the date that such documents are publicly available on “EXXXX” and notice of such availability is provided to 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;Administrative Agent. (eg) promptly following Promptly, and in any request thereforevent within ten (10) days, (i) such after the same are available, copies of each annual report, proxy or financial statement or other information regarding report or communication sent to all the operations, business affairs and financial condition stockholders of the Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which the Borrower or any such Subsidiary, or as applicable, are subject; provided that documents required to be furnished pursuant to this Section 8.01(g) shall be deemed furnished on the date that such documents are publicly available on “EXXXX” and notice of such availability is provided to the Administrative Agent. (h) Copies of all letters of representations signed by any Obligor to its auditors and, promptly upon receipt thereof, copies of all auditor reports delivered for each fiscal quarter. (i) Upon request of the Administrative Agent, the information regarding insurance maintained by the Borrower and its Subsidiaries as required under Section 8.05. (j) Promptly following the Administrative Agent’s reasonable request at any time, proof of the Borrower’s compliance with Section 10.01. (k) Within five Business Days of delivery, copies of all statements, reports and notices (including board presentations) made available to holders of the terms Borrower’s Equity Interests or to the Borrower’s Board; provided that any such material may be redacted by the Borrower to exclude information relating to the Lenders (including the Borrower’s strategy regarding the Loans). (l) As soon as possible and in any event within ten (10) Business Days after the Borrower obtains knowledge of this Agreementany return, recovery, dispute or Claim related to any Product or inventory that involves more than $1,000,000, written notice thereof from a Responsible Officer of the Borrower which notice shall set forth in reasonable detail the basis for such return, recovery, dispute or Claim. (m) Such other information respecting the operations, properties, business, liabilities or condition (financial or otherwise) of the Borrower and each of its Subsidiaries (including with respect to the Collateral) as the Administrative Agent or any Lender may from time to time reasonably request request. The Borrower hereby acknowledges that the Administrative Agent or the Lenders may 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 (ii) information the Administrative Agent, the Lenders or their respective personnel may be engaged in investment and documentation reasonably requested by other market-related activities with respect to such Persons’ securities. The Borrower covenants and agrees that, for purposes of both this Section 8.01 and Section 8.02 below, neither the Borrower nor any Person acting on its behalf will provide, or become obligated to provide, the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently or their respective representatives or agents with any delivery of information that the consolidated financial statements under paragraph (a) or (b) aboveBorrower reasonably believes constitutes material non-public information, if as of unless prior thereto, such receiving Person shall have confirmed to the date of Borrower in writing that it consents to receive such financial statementsinformation; provided that, there are any Unrestricted Subsidiariesnotwithstanding the foregoing, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents information required to be delivered pursuant to (i) clauses (a), (b) and ), (d) of this Section 5.01 may be delivered electronically and if so deliveredc), shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower (g), and (k) of Section 8.01 and (ii) clauses (a), (g), (j), (k) and (l) of Section 8.02 shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents furnished and provide delivered to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) as provided herein whether or not such information qualifies as material non-public information. The Borrower hereby acknowledges that the Administrative Agent and each Lender is relying on the foregoing covenant in effecting transactions in securities of such documentsthe Borrower and the Administrative Agent and each Lender acknowledges that all material non-public information shall be subject to Section 14.16.

Financial Statements and Other Information. The Borrower Holdings will furnish to the Administrative Agent and each Lender: (a) within 105 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet and related statements of operationsincome, changes in stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by a certificate of said accountants 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); (b) within fifty (50) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet and related statements of operationsincome, 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings 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) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.13, 6.14 and 6.11 6.15 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any other Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower Holdings to its shareholders generally, as the case may be; (e) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any other Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest; and (f) concurrently with any delivery prior to the commencement of the each fiscal year of Holdings, a detailed consolidated financial budget for such fiscal year (including a projected consolidated balance sheet and related statements under paragraph (a) or (b) above, if of projected operations and cash flow as of the date 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 financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsbudget.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 105 100 days after the end of each fiscal year Fiscal Year of the BorrowerCompany (or such shorter period for the delivery of such statements as is required by either of the Existing Credit Agreements), its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty (50) 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany (or such shorter period for the delivery of such statements as is required by either of the Existing Credit Agreements), its consolidated balance sheet and related statements of operations, stockholders’ equity operations 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end year‑end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 7.08 and 6.11 7.09, and (iii) stating whether describing in reasonable detail any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said commissionCommission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, 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 (f) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by request. Notwithstanding the Administrative Agent or any Lender foregoing requirements for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated annual and quarterly financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (aand reports and other filings in Section 6.01(a), (b) and (d) of this above, and notices required to be given pursuant to Section 5.01 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 11.02; or (ii) on which such documents are filed for public availability posted on the SEC’s Electronic Data Gathering Company's behalf on an Internet or intranet website, if any, to which each Lender and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) 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 telecopier or electronic mail) of the filing posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(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 Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 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 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 either of the Company 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 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 “Public Side Information.” Notwithstanding the foregoing, the Company shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish Furnish to the Administrative Agent and each Lender: (a) within 105 days as soon as available, but in no event later than the 180th day after the end of each fiscal year of the Borrower, its audited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Xxxxxxx, S.C., member of Ernst & and Young Global, or other independent public accountants of recognized national international standing (without a “going concern” or like qualification or exception and without any qualification or exception as reasonably acceptable to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) Administrative Agent 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 Mexican GAAP consistently applied; (b) within fifty [Reserved] (50c) days as soon as available, but in no event later than the 45th day after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerBorrower (except with respect to the third quarter of each fiscal year, within 90 days), its consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with Mexican GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (cd) concurrently with the submission of the same with the Securities and Exchange Commission, for Parent, Form 10-K and 10-Q along with a certificate of a Responsible Officer of Parent stating that Parent is not in Default of, and no Event of Default has occurred under any Loan Document; (e) concurrently with any delivery of financial statements under clause (a) or (bc) above, a certificate of a Financial Responsible Officer of the Borrower in substantially the form of Exhibit G (each, a “Compliance Certificate”) (i) certifying as stating that, to whether the best of such Responsible Officer’s knowledge, the Borrower and each of its Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed party to be taken with respect theretoobserved, performed or satisfied by it and that such Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in each case, as specified in such certificate, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and Section 6.1, (iii) stating whether any change in Mexican GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.04 4.6 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iv) stating the Applicable Margin and setting forth the calculation of the Parent Consolidated Leverage Ratio; (df) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary of its Subsidiaries with the SECComisión Nacional Bancaria y de Valores, the Securities and Exchange Commission, or any other 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 the holders of its shareholders securities generally, as the case may be;; and (eg) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or regarding compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 105 90 days (or, if earlier, as soon as filed with the SEC) after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2023, its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholders’ changes in equity and cash flows 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 Ernst Xxxxx & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) 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 the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within fifty 45 days (50or, if earlier, as soon as filed with the SEC) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2023, its unaudited consolidated balance sheet and related statements as of operationsthe end of such fiscal quarter, stockholders’ equity and cash flows unaudited consolidated statement of income as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and unaudited statement of cash flows as of the end of the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate (a “Compliance Certificate”) of a Financial Officer of the Borrower (i) certifying stating that, except as to whether a set forth in such Compliance Certificate, such Financial Officer has no knowledge of any Default has occurred existing as of such date and, if a Default has occurreddoes exist, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (including the amounts representing each clause set forth in the definition of “Consolidated EBITDA”) demonstrating compliance with Sections 5.09 and 6.11 the covenant contained in Section 6.06 and (iii) to the extent that any change in GAAP or application thereof has a material impact on such financial statements, stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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 certificateCompliance Certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material filings (as reasonably determined by the Borrower) filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, SEC or with any national securities exchange, or distributed by the Borrower to the holders of its shareholders Equity Interests generally, as the case may be; (e) 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 Agreementany Loan Document, as the Administrative Agent Agent, any Arrangers or any Lender Lenders may reasonably request; and (f) promptly following any request and (ii) therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot Act and the Beneficial Ownership Regulation; and. (fg) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents Information required to be delivered pursuant to clauses (a), (b) and (d) 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 the Borrower provides notice to the Administrative Agent and the Lenders that such documents are filed for public availability information has been posted on the SECBorrower’s Electronic Data Gathering website on the Internet at xxxx://xx.xxxxxx.xxx/xxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in such notice and Retrieval Systemaccessible by the Lenders without charge; provided that such notice may be included in a certificate delivered pursuant to clause (c). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (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, its Affiliates or their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials, if any, that may be distributed to the Public Lenders (it being understood and agreed that, except unless otherwise agreed by the Borrower in the case of clause (d)writing, the Borrower shall notify be under no obligation to provide Borrower Materials suitable for distribution to any Public Lender) and that (which 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 Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” by telecopy or electronic transmissionthe Borrower are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsPlatform not designated “Public Investor.”

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent and (for delivery to each Lender:): (ai) as soon as available and in any event within 105 90 days after the end of each fiscal year of the BorrowerFiscal Year, its audited consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Year and the related statements of income and cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently appliedgenerally accepted auditing standards; (bii) as soon as available and in any event within fifty (50) 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, its consolidated Consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Quarter and the related statements of income and cash flows for such Fiscal Quarter and for such fiscal quarter 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 one of its a Financial Officers Officer as presenting fairly in (A) reflecting all material respects the financial condition adjustments (which adjustments are normal and results of operations recurring unless otherwise disclosed) necessary for a fair presentation of the Borrower results for the period covered and its consolidated Subsidiaries on a consolidated basis (B) having been prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence applicable rules of footnotesthe SEC; (ciii) concurrently with any each delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and Section 6.11 and Section 6.12 and (iiiC) stating whether identifying any change change(s) in GAAP or in the application thereof which has affected or will affect that have become effective since the date of, and have had an effect on, the Borrower’s financial statements has occurred since the date of the most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section (and, if any such change has occurredbecome effective, specifying the effect of such change on the financial statements accompanying such certificate); (div) concurrently with each delivery of financial statements under clause (i) above, (A) a certificate of the accounting firm that assisted in the preparation of such financial statements stating whether during the course of their examination of such financial statements they obtained knowledge of any Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (B) a certificate of a Financial Officer identifying any Subsidiary that has been formed or acquired during the Fiscal Year covered by such financial statements; (v) promptly after the same become publicly available, copies of all periodic and other reports, material reports and proxy statements and other materials filed by the Borrower or any Material Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, the SEC; provided that any information or document that is required to be furnished by this clause (vi) and that is filed with any national securities exchange, or distributed by the Borrower SEC via the XXXXX filing system shall be deemed to its shareholders generally, as the case may bebe furnished; (evi) promptly upon the effectiveness of any material amendment or modification of, or any waiver of the rights of the Borrower or any Material Subsidiary under, the certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents of the Borrower or any Material Subsidiary, and (vii) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryand its Material Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) request; provided that any information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents document that is required to be delivered pursuant to furnished by any of clauses (ai), (b) ii), (vi), and (dvii) of this Section 5.01 may be delivered electronically and if so delivered, that is filed with the SEC via the XXXXX filing system shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), be furnished so long as the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide provides to the Administrative Agent by and the Lenders electronic mail electronic versions (i.e., soft copies) or written notice of the posting of such documentsinformation or document.

Financial Statements and Other Information. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender: (a) within 105 90 days after the end of each fiscal year of the BorrowerHoldings and its Subsidiaries, its audited consolidated balance sheet sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing acceptable to the Administrative Agent, with the public accountants listed on Schedule 5.01(a) being acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries (including the Borrower) on a consolidated basis in accordance with GAAP consistently applied; provided, that the Borrower’s failure to deliver audited financials hereunder as a result of its failure to retain public accountants acceptable to the Administrative Agent shall constitute an Event of Default; provided, further, that King & Company PSC may provided audited financials for 2010 in lieu of the above-mentioned nationally recognized firms; (b) within fifty (50) 30 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowerquarter, its consolidated balance sheet sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsheets, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries (including the Borrower) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within 30 days after the end of each calendar month, its consolidated and consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such calendar month 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 sheets, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries (including the Borrower) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being understood that monthly statements of cash flows shall only be provided in a consolidated format for Holdings); (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate (substantially in the form of Exhibit C hereto) of a Financial Officer of Holdings and the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 6.01, 6.06, 6.07, 6.10 and 6.11 6.12 through 6.15, (iii) with respect to deliveries in connection with annual financials, setting forth the amounts of Permitted Corporate Expenses paid during the applicable fiscal year, together with supporting detail identifying the various Permitted Corporate Expenses with specificity, and (iiiiv) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements 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; (de) promptly 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) no later than September 30th of each year, financial projections (in form and substance reasonably acceptable to the Administrative Agent) for Holdings and its Subsidiaries for the immediately following year, with an update thereof to be delivered six months after the same become publicly availablefirst day of such following year; (g) within fifteen (15) days after the end of each calendar month preceding the Opening Date, Holdings and the Borrower shall deliver to the Administrative Agent a true, complete and correct report as of the end of the prior calendar month, which report shall be in form and substance reasonably satisfactory to the Administrative Agent, and shall (i) detail the progress of the construction and development of the Miami Jai-Alai Facility, (ii) compare such progress with the construction and budget milestones contained in the Construction Timeline and Construction Budget, (iii) explain in detail any material deviation in budget, timing or progress from the Construction Plans, and (iv) attach copies of all periodic and other any reports, proxy statements and other materials filed notices or memoranda received by the Borrower from the Contractor or any Subsidiary with Subcontractor relating to the SEC, construction or any Governmental Authority succeeding to any or all development 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 beMiami Jai-Alai Facility; (eh) on the Opening Date, the Borrower shall deliver a written notice to the Administrative Agent indicating that such date has occurred; (i) on the annual anniversary of the Effective Date, if so requested by the Administrative Agent, private rating letters with respect to the Loans from each of S&P and Xxxxx’x addressed to the Administrative Agent and the Lenders, each in form and substance acceptable to the Administrative Agent, and with the costs and expenses associated with such letters to be borne by the Borrower; and (j) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and any other Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Debtor will furnish deliver to the Administrative Agent Creditor: as soon as available and each Lender: in any event within ninety (a90) within 105 days after the end of each of its fiscal year of the Borroweryears, its an audited consolidated balance sheet of the Debtor and related its subsidiaries at the end of such year and audited consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of Debtor and its subsidiaries for such year, setting forth in each case fiscal year in comparative form the figures for the previous fiscal year, all reported on on, by Ernst & Young recognized independent certified public accountants; simultaneously with the delivery of each set of financial statements referred to in clause (i) above, a certificate of the chief financial officer or other independent public accountants another appropriate officer of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as the Debtor stating, to the scope best knowledge of such auditofficer after reasonable inquiry, other than whether there exists on the date of such certificate any Event of Default, and if any Event of Default exists, specifying the nature and period of existence thereof and the action the Debtor is taking and proposes to take with respect to or resulting from a maturity of thereto; as soon as available and in any Loans under this Agreement occurring within one event not later than sixty (1) year from the time such opinion is delivered) 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; (b) within fifty (5060) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerDebtor, its a copy of the unaudited consolidated balance sheet of the Debtor and its subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of Debtor and its subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal yearyear through such date, all in reasonable detail and setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetprevious year; and from time to time, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly following any request therefor, (i) such other additional information regarding the operationsfinancial condition, business affairs and financial condition or prospects of the Borrower Debtor or any Subsidiary, or compliance with the terms of this Agreement, its subsidiaries as the Administrative Agent or any Lender Creditor may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.

Financial Statements and Other Information. The Borrower Parent will maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent and each Lender: (a) As soon as available and, in any event, within 105 120 days after the end close of each fiscal year year, a copy of (i) the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Balance Sheet as of the end of such fiscal year, of the Parent on a Consolidated basis, and (ii) the related Statements of Income, Cash Flows and Shareholder’s Equity for such fiscal year, of the Parent on a Consolidated basis, setting forth in each case in comparative form the corresponding figures for in respect of the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception in reasonable detail, and without any qualification or exception as to accompanied by, in the scope case of such auditConsolidated financial statements, other than with respect to or resulting from a maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its consolidated Subsidiaries on a consolidated basis Accountants, which report shall state that (A) the Accountants audited such Consolidated financial statements, (B) such audit was made in accordance with GAAP consistently appliedgenerally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said Consolidated financial statements have been prepared in accordance with GAAP; (b) Simultaneously with the delivery of the certified statements required by subsection (a) above, copies of a certificate of such Accountants stating that, in making the examination necessary for their audit of the Consolidated financial statements of the Parent for such fiscal year, nothing came to their attention of a financial or accounting nature that caused them to believe that there shall have occurred any condition or event which would constitute a Default or an Event of Default, or, if so, specifying in such certificate all such Defaults and Events of Default and the nature and status thereof; (c) As soon as available, and in any event within fifty (50) 60 days after the end of each of the first three fiscal quarters quarters, and 120 days after the end of the last fiscal quarter, of each fiscal year year, a copy of (i) the BorrowerBalance Sheet, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such quarter, of the Parent on a Consolidated basis and (ii) the related Statements of Income, Cash Flows and Shareholder’s Equity of the Parent on a Consolidated basis for (x) such fiscal quarter quarter, and (y) the period from the beginning of the then elapsed portion current fiscal year to the end of the fiscal yearsuch quarter, setting forth in each case in comparative form with 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 one in reasonable detail and prepared in accordance with GAAP (without footnotes and subject to year-end adjustments), together with a certificate of its Financial Officers as presenting a Responsible Officer, which certificate shall state that all such financial statements fairly in all material respects present the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis and have been prepared in accordance with GAAP consistently applied, (but without footnotes and subject to normal year-end audit adjustments and the absence of footnotesadjustments); (cd) concurrently with any delivery of Notwithstanding anything to the contrary contained herein, the Parent may satisfy its obligation to furnish (i) the Consolidated financial statements under clause referred to in subsection (a) or above by furnishing, as soon as available, and in any event within 120 days after the end of the applicable fiscal year, a copy of the annual audited Consolidated financial statements of the Parent and its Subsidiaries prepared in conformity with GAAP and as filed with the SEC for such fiscal year, and (bii) the Consolidated financial statements referred to in subsection (c) above by furnishing, as soon as available, and in any event within 60 days after the end of the applicable fiscal quarter, copies of the Consolidated financial statements of the Parent and its Subsidiaries as filed with the SEC for the applicable fiscal quarter; (e) Simultaneously with the delivery of the financial statements required by subsections (a), (c) and (d) above, a certificate of a Financial Responsible Officer certifying that to the best of his or her knowledge no condition or event has occurred which would constitute a Default or an Event of Default, or if so, specifying in such certificate all such violations, conditions and events and the nature and status thereof; (f) Within 60 days after the end of each of the Borrower first three fiscal quarters, and within 120 days after the end of the last fiscal quarter, of each fiscal year, a Compliance Certificate, as of the end of such fiscal quarter, certified by a Responsible Officer; (g) Prompt written notice upon the Parent or any of its Subsidiaries obtaining knowledge that: (i) certifying as any Indebtedness of the Parent or any of its Subsidiaries in an aggregate amount in excess of $12,500,000 shall have been declared or become due and payable prior to whether a Default has occurred andits stated maturity, if a Default has occurredor called and not paid when due, specifying the details thereof and any action taken or proposed required to be taken purchased or otherwise acquired by the Parent or any of its Subsidiaries prior to its stated maturity, and whether such acceleration shall have been rescinded or annulled, or (ii) the holders of any notes, or other evidence of Indebtedness, certificates or securities evidencing any such Indebtedness, or any obligees with respect theretoto any other Indebtedness of the Parent or any of its Subsidiaries, have the right to declare Indebtedness in an aggregate amount in excess of $12,500,000 due and payable prior to its stated maturity or have the right to require the Parent or any of its Subsidiaries to purchase or otherwise acquire any such Indebtedness prior to its stated maturity and whether such right shall have been waived; (h) Prompt written notice of: (i) any citation, summons, subpoena, order to show cause or other order naming the Parent or any of its Subsidiaries a party to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09 and 6.11 and any lapse or other termination of any license, permit, franchise or other authorization issued to the Parent or any of its Subsidiaries by any Governmental Authority, (iii) stating whether any change in GAAP refusal by any Governmental Authority to renew or in extend any license, permit, franchise or other authorization, and (iv) any dispute between the application thereof Parent or any of its Subsidiaries and any Governmental Authority, which has affected lapse, termination, refusal or will affect the Borrower’s financial statements has occurred since the date of the audited financial statements dispute, referred to in Section 3.04 andclause (ii), if any such change has occurred(iii) or (iv) above, specifying the effect of such change on the financial statements accompanying such certificatecould reasonably be expected to have a Material Adverse effect; (di) promptly after the same become publicly Promptly upon becoming available, copies of all regular, periodic and other or special reports, schedules, proxy statements statements, registration statements, 10-Ks, 10-Qs and other materials filed by 8-Ks which the Borrower Parent or any Subsidiary of its Subsidiaries may now or hereafter be required to file with or deliver to any securities exchange or the SEC, or any Governmental Authority succeeding and copies of all material news releases sent 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 befinancial analysts; (ej) promptly following the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding $12,500,000; and (k) Upon a Responsible Officer becoming aware thereof, prompt written notice that a material contribution required to be made to any Foreign Pension Plan has not been timely made, the failure of which would reasonably be expected to have a Material Adverse effect; (l) Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default, and (iii) each Material Adverse change and (iv) a Change of Control; (m) Promptly upon receipt thereof, copies of all audit reports relating to the Parent or any of its Subsidiaries submitted by the Accountants in connection with each annual, interim or special audit of the books of the Parent or any of its Subsidiaries; and (n) Promptly upon request therefor, (i) such other information and reports regarding the operationsbusiness, business affairs and condition (financial condition or otherwise), property or prospects of the Borrower or any Subsidiary, or compliance with the terms of this AgreementParent and its Subsidiaries, as the Administrative Agent or any Lender at any time or from time to time may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and (f) concurrently with any delivery of the consolidated financial statements under paragraph (a) or (b) above, if as of the date of such financial statements, there are any Unrestricted Subsidiaries, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Documents required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that, except in the case of clause (d), the Borrower shall notify (which may be by telecopy or electronic transmission) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsrequest.