Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. Furnish to the Purchaser: (a) as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or another independent registered public accountants accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operationsincome, cash flow and stockholders' equity and cash flows’ equity, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that that, to the best of such Financial Officer’s knowledge, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, business affairs and financial condition or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Company Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or any Subsidiary, caused to be delivered to the Lenders providing notice of such posting or compliance with availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the terms of this Agreement, as the Purchaser may reasonably requestAdministrative Agent.

Financial Statements, Reports, etc. Furnish Alcoa shall furnish to the PurchaserAdministrative Agent the following, with sufficient copies for the Administrative Agent to provide a copy to each Lender: (a) as soon as available, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the (i) its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedand (ii) the balance sheet and related statements of income of each of its Subsidiaries which has been designated pursuant to Section 10.04(e) as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of such Subsidiary; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated Securities and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsExchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, Commission or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Alcoa shall be deemed to have fulfilled its obligations under paragraph (a), (b) or (d) above when the Administrative Agent receives a paper or an electronic version of the documents required to be delivered pursuant to paragraph (a), (b) or (d) above, in a format acceptable to the Administrative Agent; provided that (i) such paper or electronic version must be accompanied by a certificate delivered pursuant to paragraph (c) above and (ii) the Borrower shall deliver paper copies of the information referred to in paragraph (d) above to any Lender which requests such delivery.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or another independent registered public accountants accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operationsincome, cash flow and stockholders' equity and cash flows’ equity, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that that, to the best of such Financial Officer’s knowledge, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.06 and 6.07; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, business affairs and financial condition or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Company Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or any Subsidiary, caused to be delivered to the Lenders providing notice of such posting or compliance with availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the terms of this Agreement, as the Purchaser may reasonably requestAdministrative Agent.

Financial Statements, Reports, etc. Furnish (a) The Company shall prepare its financial information in accordance with Canadian generally accepted accounting principles. The Company shall furnish to each Investor, for so long as the PurchaserInvestor is a holder of Preferred Shares or Conversion Shares: (ai) as soon as available, but not later than 90 within one hundred twenty (120) days (60 days for or such longer period agreed to by holders of a preliminary copy majority of such statementsthe Preferred Shares) after the end of each Fiscal Year, fiscal year of the Company an audited consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition sheet of the Company and its consolidated subsidiaries Subsidiaries as of the close end of such Fiscal Year fiscal year and the results related audited consolidated statements of its operations income, shareholders’ equity and cash flows for the operations fiscal year then ended, prepared in accordance with Canadian generally accepted accounting principles and certified by a firm of such subsidiaries during such year, all audited by independent public chartered accountants of recognized national international standing and accompanied selected by an opinion the Board of such accountants (which shall not be qualified in any material respect) to Directors or the effect that such consolidated financial statements fairly present the financial condition and results of operations shareholders of the Company on a consolidated basis in accordance with GAAP consistently appliedCompany; (bii) as soon as available, but not later than 45 within thirty (30) days after the end of each month and forty-five (45) days (30 days for or such longer period agreed to by holders of a preliminary copy majority of such statementsthe Preferred Shares) after the end of each quarter in each fiscal year of the first three fiscal quarters Company, a consolidated balance sheet of each Fiscal Yearthe Company and its Subsidiaries, and the related consolidated and consolidating balance sheets and statements of operationsincome, stockholders' shareholders’ equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis unaudited but prepared in accordance with GAAP consistently applied, Canadian generally accepted accounting principles (subject to normal year-end audit adjustments; (cadjustments and no notes being included) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of and certified by the accounting firm (in the case of paragraph (a) above) or Responsible Chief Financial Officer of the Company (acting in his capacity as an officer of the Company and not in his individual capacity), such consolidated balance sheet to be as of the end of such month or quarter, respectively and such consolidated statements of income, stockholders’ equity and cash flows to be for such month or quarter, respectively and for the period from the beginning of the fiscal year to the end of such month or quarter, respectively, in each case with comparison to budget and comparative statements for the prior fiscal year; (iii) at the time of delivery of each annual financial statement pursuant to Section 3.1(a)(i), a certificate executed by the Chief Financial Officer of the Company (not in his personal capacity) stating that such officer has caused this Agreement and the terms of the Preferred Shares to be reviewed and has no knowledge of any default by the Company in the case performance or observance of paragraph (b) above) certifying that no Event any of Default the provisions of this Agreement or Potential Event of Default has occurred the Preferred Shares or, if such an Event of Default or Potential Event of Default officer has occurredsuch knowledge, specifying such default and the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereof; (div) within five at the time of delivery of each monthly and quarterly statement pursuant to Section 3.1(a)(ii) (5and only upon delivery of such statements), a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (v) Business Days after no later than thirty (30) days prior to the same become publicly availablestart of each fiscal year (or such longer period agreed to by holders of a majority of the Preferred Shares), copies a detailed business plan for the next fiscal year for the review and approval of all periodic the Company’s Board of Directors, and other reportsno later than thirty (30) days prior to the start of each fiscal year, proxy statements consolidated capital and other materials filed by operating expense budgets, cash flow projections and income and loss projections for the Company with and its Subsidiaries in respect of such fiscal year for review and approval of the Securities Company’s Board of Directors (the “Annual Budget”), all itemized in reasonable detail and Exchange Commissionprepared on a monthly basis, or and, promptly after preparation, any governmental authority succeeding revisions to any of the foregoing; (vi) promptly following receipt by the Company, but in any event within ten (10) days of receipt thereof, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent chartered accountants in connection with an annual or interim audit of the books of the Company or any of its Subsidiaries; (vii) promptly after the commencement thereof, but in any event within ten (10) days of receipt of notice thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries; (viii) promptly upon sending, making available or filing the functions of said Commissionsame, all press releases, reports, financial statements, or with any national securities exchange, other correspondence or distributed information that the Company sends or makes available to its shareholdersstockholders or directors, as Board committee members or files with the case may beCommission; and (eix) promptly, from time to time, such other information regarding the business, financial condition, operations, business property or affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, and its Subsidiaries as the Purchaser such Investor reasonably may reasonably request. (x) within forty-five (45) days of the end of each quarter in each fiscal year of the Company, the Company shall provide to each Investor a report for such quarter that provides, in reasonable detail, the prices paid for the Company’s services and/or products by (i) each customer that subscribes to the Company’s point of care solution and (ii) each other customer not included in clause (i) above (if any) to which the Company has referred Careworx, Inc., an Ontario corporation (together with its successors, “Careworx”).

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent: (a) as soon as available, but not later than 90 within 100 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by BDO Xxxxxxx LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of the accounting firm (in the case of paragraph delivery under clause (a) above) or Responsible Financial Officer of the Company (in the case of paragraph delivery under clause (b) above) opining on or certifying that such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to the knowledge of the signer, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and attaching calculations showing compliance with Sections 6.13, 6.14, 6.15, 6.16, 6.17 and 6.18 and the Interest Expense Coverage Ratio as of the end of such fiscal period; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (e) as soon as available, and in any event no later than 100 days after the end of each fiscal year, commencing with the fiscal year ending December 30, 1995, forecasted financial projections for the Borrower through the end of the then-current fiscal year (including a description of the underlying assumptions and management's discussion of historical results), all certified by a Financial Officer of the Borrower to be a good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; and (ef) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (and the Administrative Agent shall promptly after receipt thereof make available to each Lender): (a) as soon as availablewith respect to El Paso, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' ’ equity and cash flows, flows showing the its financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as availablewith respect to El Paso, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity ’ equity, and cash flows, flows showing the its financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Officers Financial Officers, as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) with respect to El Paso, concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days with respect to El Paso, promptly after the same become publicly available, copies of all periodic and other reports, reports and definitive proxy statements and (other materials than any registration statement on Form S-8 or its equivalent) filed by the Company it or any Subsidiary with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholdersshareholders generally; (e) with respect to the Trustee, as concurrently with the delivery thereof to El Paso, copies of its periodic trust reports; (f) with respect to El Paso, promptly after El Paso shall have received notice thereof, notice of any change in the debt rating of the Index Debt, or any notice that El Paso or any Index Debt shall be placed on “CreditWatch” or “WatchList” or any similar list maintained by either Rating Agency, in each case may bewith negative implications; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (eh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company such Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of Holdings and the Borrower, furnish to the PurchaserAdministrative Agent and each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets sheet and related statements of operations, stockholders' equity income and cash flows, flows showing the financial condition of each of Holdings and the Company Borrower and its their respective consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of each of Holdings and the Company Borrower and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets sheet and related statements of operations, stockholders' equity income and cash flows, flows showing the financial condition of each of Holdings and the Company Borrower and its their respective consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of each of Holdings and the Company Borrower and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) a Financial Officer opining on or Responsible Officer of the Company (in the case of paragraph (b) above) certifying such statements certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants and, in the case of paragraph (a) above, setting forth Holdings' calculation of Excess Cash Flow, the Borrower's Portion of Excess Cash Flow for such fiscal year and identifying the application, if any, of any Borrower's Portion of Excess Cash Flow from the immediately preceding fiscal year to Permitted Acquisitions pursuant to Section 6.04(m), investments pursuant to Section 6.04(o) or the prepayment of Loans pursuant to Section 2.12(a), (iii) in the case of paragraph (a) above, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Holdings, the Borrower and their respective Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge that any Event of Default or Default has occurred or, if in the opinion of such accounting firm such an Event of Default or Default has occurred, specifying the nature and extent thereof; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent) filed by the Company Holdings or any Subsidiary with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholdersholders of any Material Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be; (e) promptly after the receipt thereof by Holdings, the Borrower or any of their respective Subsidiaries, a copy of any "management letter" received by any such person from its certified public accountants and the management's responses thereto; (f) no later than 90 days following the first day of each fiscal year of Holdings, a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income by each of the Borrower's business units and sources and uses of cash and balance sheets) prepared by Holdings for (i) each of the four quarters of such fiscal year prepared in detail and (ii) each of the two years immediately following such fiscal year prepared in summary form, in each case, of Holdings and its Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to the effect that the budget is a reasonable estimate for the period covered thereby; and (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish Alcoa shall furnish to the PurchaserAdministrative Agent the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) as soon as available, but not later than Within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 Within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsSEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, SEC or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by Alcoa to the Administrative Agent providing notice of such availability); provided that Alcoa shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures set forth in Section 9.03.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent and each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operationsincome, changes in stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries its Subsidiaries during such year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operationsincome, changes in stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries its Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearsuch fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm or Financial Officer opining on or certifying such statements (in the case of paragraph which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.06 and 6.07; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish The Borrower shall furnish to the PurchaserAdministrative Agent and each Bank: (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and statements of cash flowsflow, showing the financial condition of (i) Avista Utilities and (ii) the Company Borrower and its consolidated subsidiaries Subsidiaries, in each case as of the close of such Fiscal Year fiscal year, and the results of its each of their operations and the operations of such subsidiaries during such year, all (A) in the case of Avista Utilities, certified by one of the Borrower’s Financial Officers as fairly presenting the financial condition and results of operations of Avista Utilities in accordance with GAAP consistently applied and (B) in the case of the Borrower and its consolidated subsidiaries, audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Borrower on a consolidated basis (except as noted therein) in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, consolidated and, to the consolidated and extent otherwise available, consolidating balance sheets and related statements of operations, stockholders' equity income and statements of cash flowsflow, showing the financial condition of (i) Avista Utilities and (ii) the Company Borrower and its consolidated subsidiaries subsidiaries, in each case as of the close of such fiscal quarter quarter, and the results of its each of their operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of Avista Utilities or the Company Borrower on a consolidated basis basis, as applicable, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, (i) a certificate of the relevant accounting firm opining on or certifying such statements or Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovewhich certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that to the knowledge of the accounting firm or the Financial Officer, as the case may be, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) a certificate of a Financial Officer of the Borrower setting forth in reasonable detail such calculations as are required to establish whether the Borrower was in compliance with Sections 6.05 and 6.06 on the date of such financial statements; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Borrower or any Significant Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Bank may reasonably request.

Financial Statements, Reports, etc. Furnish The Borrower will furnish to the PurchaserPaying Agent for distribution to the Lenders: (a) as soon as available, but promptly after the filing or sending thereof and in any event not later than 90 (i) 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition a copy of the Company Borrower's report on Form 10-K which the Borrower files with the SEC for such year and (ii) 15 days after being sent to its consolidated subsidiaries as public security holders, a copy of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedBorrower's annual report; (b) as soon as availablepromptly after the filing thereof, but not later than 45 and in any event within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of during each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing Borrower's report on Form 10-Q which the financial condition of Borrower files with the Company and its consolidated subsidiaries as of the close of SEC for such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsquarter; (c) concurrently with any delivery of financial statements information under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred occurred, or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and setting forth computations demonstrating that the Borrower is in compliance with Sections 6.01, 6.02 and 6.03; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchangethe SEC, or distributed to its shareholders, as the case may be; and (e) promptlypromptly after the same become publicly available, from time to time, such other information regarding the operations, business affairs and financial condition notice that either or both of the Company ratings in respect of the Index Debt or the Short-Term Debt have changed from the immediately preceding ratings previously reported to the Paying Agent by the Borrower. Reports required to be delivered pursuant to subsections (a), (b) and (d) of this Section 5.02 shall be deemed to have been delivered on the date on which the Borrower posts such reports on the Borrower's website on the Internet at the website address listed on the signature pages hereof or when such report is posted on the SEC's website at wxx.xxx.xxx; provided that the Borrower shall deliver paper copies of the reports referred to in subsections (a), (b) and (d) of this Section 5.02 to any Agent or any SubsidiaryLender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by such Agent or such Lender; provided further, or compliance with that in every instance the terms Borrower shall provide paper copies of this Agreement, the certificate required by subsection (c) and the notice required by subsection (e) to the Paying Agent and each of the Lenders until such time as the Purchaser may reasonably requestPaying Agent shall provide the Borrower written notice otherwise.

Financial Statements, Reports, etc. Furnish Borrower shall furnish to Agent the Purchaserfollowing, each in such form and such detail as Agent or the Required Lenders shall reasonably request: (ai) as As soon as available, but not available and in no event later than 90 fifty-five (55) days (60 days for after the last day of each fiscal quarter of FIL, a preliminary copy of the Financial Statements of FIL and its Subsidiaries (prepared on a consolidated basis) for such statements) after quarter and for the end fiscal year to date, certified by the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of each Fiscal Year, the consolidated and consolidating balance sheets and statements finance of operations, stockholders' equity and cash flows, showing FIL to present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such yearcondition, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments); (cii) concurrently with As soon as available and in no event later than one hundred (100) days after the close of each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL (prepared on a consolidated and consolidating basis) for such year, audited by independent certified public accountants of recognized national standing reasonably acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions (other than a “going concern” or like qualification or exception or any delivery qualification or exception as to the scope of financial statements under such audit) reasonably acceptable to Agent) of such accountants and (aC) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or (b) aboveif, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the accounting firm chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of Borrower (in the case of paragraph a “Compliance Certificate”) that (aA) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying states that no Event of Default or Potential Event of Default has occurred and is continuing, or, if any such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying a statement as to the nature and extent thereof and any corrective what action taken or proposed Borrower proposes to be taken take with respect thereto, and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03; (div) within As soon as possible and in no event later than five (5) Business Days after any officer of Borrower knows of the same become publicly availableoccurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual or threatened litigation or suits against FIL, Borrower or any of FIL’s Subsidiaries involving potential monetary damages payable by FIL, Borrower or any of FIL’s Subsidiaries of (x) Ten Million Dollars ($10,000,000) or more alone or (y) Twenty Million Dollars ($20,000,000) or more in the aggregate, (C) any other event or condition which is reasonably and substantially likely (alone or in the aggregate) to have a Material Adverse Effect, (D) any Default or (E) any event of the type described in Subparagraph 6.01(f) or (g) with respect to any Subsidiary, so long as such Subsidiary is determined at the time of such event to be a Significant Subsidiary, the statement of the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of such Borrower setting forth details of such event, condition or Default and the action which FIL and Borrower propose to take with respect thereto; (v) As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all periodic registration statements and other reports filed by FIL, Borrower or any of FIL’s Subsidiaries with the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports) and (B) all reports, proxy statements and other materials filed financial statements sent or made available by the Company with the Securities and Exchange CommissionFIL, Borrower or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed FIL’s Subsidiaries to its shareholders, security holders; (vi) As soon as possible and in no event later than (A) fifty-five (55) days after the last day of each fiscal quarter (or one hundred (100) days in the case may beof the last fiscal quarter of each fiscal year), written notice of any new Significant Subsidiary acquired or established during such quarter or any other change in the information set forth in Schedule 4.01(o) during such quarter and (B) ten (10) days after the date that any entity becomes a Material Subsidiary, written notice setting forth each Subsidiary of FIL that has become a Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as available and in no event later than five (5) Business Days after Borrower changes its legal name or the address of its chief executive office, written notice setting forth Borrower’s new legal name and/or new address; and (eviii) promptlySuch other instruments, from time agreements, certificates, opinions, statements, documents and information relating to timethe operations or condition (financial or otherwise) of FIL, such other information regarding the operationsBorrower or FIL’s Subsidiaries, business affairs and financial condition of the Company or any Subsidiary, or compliance by Borrower with the terms of this Agreement, Agreement and the other Credit Documents as the Purchaser Agent on behalf of itself or one or more Lenders may from time to time reasonably request. In lieu of furnishing to Agent hard copies of the quarterly Financial Statements described in clause (i) above and the annual Financial Statements and auditor’s report described in clauses (ii)(A) and (ii)(B) above and the other documents referred to in clause (v) above, FIL may make such documents available to Lenders by posting such documents on its website located at xxx.xxxxxxxxxxx.xxx and through the United States Securities and Exchange Commission’s XXXXX system (“XXXXX”) or by transmitting such documents electronically to Lenders. Agent shall provide to any Lender hard copies of such documents upon request if such Lender does not have access to FIL’s website or XXXXX.

Financial Statements, Reports, etc. Furnish In the case of IBM, furnish to the PurchaserAdministrative Agent for distribution to the Lenders: (a) as soon as available, but not later than available and in any event within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, copies of the report filed by IBM with the SEC on Form 10-K in respect of such fiscal year, each accompanied by IBM’s annual report in respect of such fiscal year or, if IBM is not required to file such a report in respect of such fiscal year, the consolidated and consolidating balance sheets and statements of operationsfinancial position and related consolidated statements of earnings, cash flows and stockholders' ’ equity of IBM and cash flowsthe Subsidiaries, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such fiscal year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and position, results of operations operations, cash flows and changes in stockholders’ equity of IBM and the Company on a consolidated basis Subsidiaries, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 available and in any event within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters quarterly periods of each Fiscal Yearfiscal year, copies of the unaudited quarterly reports filed by IBM with the SEC on Form 10-Q in respect of such quarterly period, or if IBM is not required to file such a report in respect of such quarterly period, the unaudited consolidated and consolidating balance sheets and statements of operationsfinancial position and related unaudited consolidated statements of earnings, cash flows and stockholders' ’ equity of IBM and cash flowsthe Subsidiaries, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearquarter, all certified by one a Responsible Officer of its Responsible Officers IBM as fairly presenting the financial condition and position, results of operations operations, cash flows and changes in stockholders’ equity of IBM and the Company on a consolidated basis Subsidiaries, in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments which are not expected to be material in amount; (c) concurrently with any delivery of financial statements under by IBM described in paragraph (a) or (b) aboveabove (whether contained in a report filed with the SEC or otherwise), a certificate of the accounting firm (in the case of paragraph (a) above) or a Responsible Officer of the Company (IBM substantially in the case form of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretoSchedule 6.2(c); (d) within five (5) Business Days promptly after the same become publicly available, copies of (i) all periodic financial statements, notices, reports and other reportsproxy materials distributed to stockholders of IBM and (ii) all reports on Form 10-K, proxy statements 10-Q and other materials 8-K (or their equivalents) filed by the Company IBM with the Securities and Exchange Commission, SEC (or with any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or distributed the SEC) pursuant to its shareholdersthe periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and the case may berules and regulations promulgated thereunder; andprovided, that documents required to be furnished under this paragraph (d) shall be deemed furnished when made available via the XXXXX (or any successor) system of the SEC; (e) promptly, from time to time, such other publicly available documents and information regarding the operations, business affairs and financial condition of the Company IBM, any Significant Subsidiary or any SubsidiarySubsidiary Borrower, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and (f) within ten Business Days after the occurrence thereof, written notice of any change in Status; provided that the failure to provide such notice shall not delay or otherwise affect any change in the Applicable Eurodollar Margin or other amount payable hereunder which is to occur upon a change in Status pursuant to the terms of this Agreement. With respect to the documents referred to in paragraphs (a) through (e) above, IBM shall furnish such number of copies as the Administrative Agent or the Lenders shall reasonably require for distribution to their personnel in connection with this Agreement.

Financial Statements, Reports, etc. Furnish to the PurchaserInvestor: (a) as soon as available, but not later than 90 available and in any event within ninety (90) days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, commencing with the year ended December 31, 2010, a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' cash flows and owners’ equity and cash flows, showing the financial condition position of the Company and its consolidated subsidiaries Transaction Parties as of the close of such Fiscal Year year and the consolidated results of its their operations and the operations of such subsidiaries during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Investor and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Company Transaction Parties on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) commencing with the quarter ended June 30, 2010, as soon as available, but not later than 45 available and in any event within forty-five (45) days (30 days for a preliminary copy of such statements) after the end of each of the first three (3) fiscal quarters of each Fiscal Yearfiscal year, the a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity operations and cash flows, flows showing the financial condition position of the Company and its consolidated subsidiaries Transaction Parties as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such subsidiaries during such fiscal quarter and the then then-elapsed portion of the Fiscal Yearyear and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all certified by one the chief financial officer of its Responsible Officers the Company, as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Company Transaction Parties on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) (x) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.04, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Officer chief financial officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) commencing with the fiscal period ending June 30, 2010, setting forth computations in reasonable detail satisfactory to the Investor demonstrating compliance with the covenants contained in Sections 6.10 and 6.11, and (y) concurrently with any delivery of financial statements under paragraph (a) of this Section 5.04, a certificate of the accounting firm opining on or certifying such statements stating whether such accounting firm obtained knowledge during the course of its examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) within five (5) Business Days after concurrently with the same become publicly availabledelivery of the following documents to any stockholder of the Company, copies of all periodic and other reports, proxy statements reports and other materials filed distributed to the stockholders of the Company; (e) if, as a result of any change in accounting principles and policies from those as in effect on the Effective Date, the consolidated financial statements of the Transaction Parties delivered pursuant to paragraph (a) or (b) of this Section 5.04 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraphs (a) and (b) of this Section 5.04 following such change, a schedule prepared by the chief financial officer of the Company reconciling such changes to what the financial statements would have been without such changes; (f) within forty-five (45) days after the beginning of each fiscal year, an operating and capital expenditure budget, in form satisfactory to the Investor prepared by the Company with for each of the Securities four (4) quarters of such fiscal year prepared in reasonable detail, of the Transaction Parties, accompanied by the statement of the chief financial officer of the Company to the effect that, to his knowledge, the budget is a reasonable estimate for the period covered thereby; (g) upon the reasonable request of the Investor but in any event not later than thirty (30) days (or, if an Event of Default shall have occurred and Exchange Commissionbe continuing, promptly) following such request, updated Perfection Certificates (or, to the extent such request relates to specified information contained in the Perfection Certificates, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (g) or Section 5.10(b); (h) promptly after the occurrence thereof, notice of any material change to or amendment or supplement of any agreement relating to (i) the purchase or sale of any minerals, (ii) the mining of any minerals by any contract miner, or (iii) any governmental authority succeeding Mining Lease; (i) promptly, a copy of all reports submitted to the Board of Directors (or any committee thereof) of any Transaction Party valuing the mineral reserves owned or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may becontrolled by such Transaction Party; and (ej) promptly, from time to time, such other information regarding the operationsoperations (including as to mineral reserves), business affairs and financial condition of the Company or any SubsidiaryTransaction Parties, or compliance with the terms of this Agreementany Transaction Document, or such financial statements, as in each case the Purchaser Investor may reasonably request.

Financial Statements, Reports, etc. Furnish Borrower agrees to promptly deliver to Lender all publicly filed financial information when and to the Purchaserextent same is available to the general public. In addition to such public financial information, Borrower shall also provide the following financial information: (a) as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedMonthly Statement; (b) as soon as available, but not later than 45 within forty-five (45) days (30 days for a preliminary copy of such statements) after following the end of each quarter, a status report with respect to such quarter which describes the cumulative sources and uses of the first three fiscal quarters of funds for the immediately preceding calendar quarter on each Fiscal Year, the consolidated asset pledged under this Loan Agreement and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis detailed report in accordance with GAAP consistently applied, subject a form reasonably satisfactory to normal year-end audit adjustmentsLender; (c) concurrently with any delivery within forty-five (45) days following the end of financial statements under (a) or (b) aboveeach quarter, a certificate of the accounting firm (in the case of paragraph (a) above) or from a Responsible Officer of the Company (Borrower in the case of paragraph (b) above) certifying form and substance reasonably satisfactory to Lender that there has been no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretono Material Adverse Effect; (d) within five fifteen (515) Business Days after Lender's request, such further information with respect to the same become publicly availableoperation of any real property, copies the Collateral, the financial affairs of Borrower and any Plan and Multiemployer Plan as may be requested by Lender, including all periodic and other reportsbusiness plans prepared by or for Borrower; provided, proxy statements and other materials filed by the Company however, that with the Securities and Exchange Commissionrespect to information not previously known to, or any governmental authority succeeding in the possession of, Borrower relating to any Multiemployer Plan, Borrower shall only be required to provide such information as may be obtained through good faith efforts; (e) upon Lender's request, a copy of any financial or all the functions other report Borrower shall receive from any underlying obligor with respect to an item of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may beCollateral within fifteen (15) days after Borrower's receipt thereof; and (ef) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, reports as the Purchaser may Lender shall reasonably requestrequire.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedor SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (e) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedor SAP, as applicable, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (e) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) aboveA) certifying that (1) no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (2) to such Financial Officer’s knowledge, as of the date of such certificate, S&P does not classify the aggregate principal amount of Consumer Notes as financial leverage of the Company or a Subsidiary and (B) setting forth (1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within five 90 days after the end of each fiscal year and, in the case of clause (5ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) Business Days the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, business affairs and financial condition calculations of the financial tests referred to in Sections 5.13 and 5.14. Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered to the Lenders on the date on which the Company provides written notice to the Administrative Agent that such information has been posted on the Company’s website on the Internet at hxxx://xxx.xxxxxxxxxxx.xxx or is available on the website of the SEC at hxxx://xxx.xxx.xxx (to the extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such information to any Subsidiary, or compliance with Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the terms of this Agreement, as the Purchaser may reasonably requestAdministrative Agent.

Financial Statements, Reports, etc. Furnish Each Borrower and Guarantor will furnish, or shall cause each of the Affiliates specifically enumerated hereafter to furnish, to the PurchaserAdministrative Agent (in form and substance reasonably acceptable to the Administrative Agent), either physically or through electronic delivery, and the Administrative Agent will promptly furnish to each Lender, the following: (a) as soon as available, but not later than 90 Within: (i) ninety (90) days (60 days for a preliminary copy of such statements) after the end of each Fiscal YearYear with respect to CHC, (ii) one hundred five (105) days after the end of each Fiscal Year with respect to EIT (if and to the extent that EIT prepares such financial statements), EIT II (if and to the consolidated extent that EIT II prepares such financial statements), CMC and consolidating balance sheets and CMP, (iii) one hundred twenty (120) days after the end of each Fiscal Year with respect to each Centerline-Sponsored Fund, including, without limitation each guaranteed Centerline-Sponsored Fund (the “Guaranteed Funds”) but only to the extent that such financial statements of operationsa Centerline-Sponsored Fund are delivered to any of the Centerline Group’s investors, stockholders' and (iv) one hundred twenty (120) days after the end of each Fiscal Year with respect to CFin, CFin Holdings (but only to the extent such financial statements are delivered to Natixis), Guaranteed Holdings (but only to the extent such financial statements are delivered to Merrill), and any other member of the Centerline Group (but only to the extent such financial statements are prepared in the ordinary course of such Person’s business), its consolidated balance sheet, income statement, statement of equity and cash flowsflow statement, and, with respect to CHC, consolidating balance sheet and related statement of income showing the financial condition of the Company each such Person and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all together with comparative figures for the immediately preceding Fiscal Year. The consolidating statements for CHC shall include separate figures for CCC and such statements shall be accompanied by unaudited equity statements and cash flow statements of CCC. Such balance sheets and related statements referred to above for CMC, CMP, EIT, EIT II, CFin, CFin Holdings, and Guaranteed Holdings (but in the case of EIT, EIT II, CFin, CFin Holdings, and Guaranteed Holdings only so long as required by its operating agreement or other agreements with third parties), shall be audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (which consent shall not be unreasonably withheld or delayed), and shall be accompanied by an opinion of such accountants (which opinion shall not be qualified in any material respect) ), to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company such Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. Such balance sheets and related statements referred to above for CHC will be unaudited and certified by such Person’s chief financial officer as fairly presenting the financial condition and results of operations of such Person and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP other than the following items: (1) the Excluded Entities will not be consolidated and instead will be treated as equity method investments, (2) general partnership interests in any LIHTC Property will not be consolidated and instead will be treated as equity method investments, (3) Centerline Sponsored Funds will not be consolidated and (4) all mortgage revenue bonds previously sold but for which GAAP sale treatment was not obtained will be treated as sold; (b) as soon as availablewithin forty-five (45) days with respect to CHC, and within sixty (60) days with respect to EIT (if and to the extent that EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial statements), CMC, CMP, the Centerline-Sponsored Funds (but not later than 45 days only to the extent such financial statements are delivered to any of the Centerline Group’s investors), CFin, CFin Holdings (30 days for a preliminary copy but only to the extent such financial statements are delivered to Natixis) and Guaranteed Holdings (but only to the extent such financial statements are delivered to Merrill), and any other member of the Centerline Group (but only to the extent such financial statements are prepared in the ordinary course of such statementsPerson’s business) after the end of each of the first three fiscal quarters Fiscal Quarters of each Fiscal Year, the each such Person’s consolidated and consolidating balance sheets and statements sheet, income statement, statement of operations, stockholders' equity and cash flowsflow statement, and, with respect to CHC, consolidating balance sheet and related statement of income showing the financial condition of the Company such Person and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter Fiscal Quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter Fiscal Quarter and the then elapsed portion of the Fiscal Year, and comparative figures for the same periods in the immediately preceding Fiscal Year, all unaudited and certified by one of its Responsible Officers such Person’s chief financial officer as fairly presenting the financial condition and results of operations of the Company such Person and its consolidated Subsidiaries on a consolidated (and, in the case of CHC, a consolidating) basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments, other than the following items: (1) the Excluded Entities will not be consolidated and instead will be treated as equity method investments, (2) general partnership interests in any LIHTC Property will not be consolidated and instead will be treated as equity method investments, (3) Centerline Sponsored Funds will not be consolidated and (4) all mortgage revenue bonds previously sold but for which GAAP sale treatment was not obtained will be treated as sold. The consolidating statement of CHC shall include separate figures for CCC and shall be accompanied by unaudited equity statements and cash flow statements of CCC; (c) concurrently with any delivery of financial statements with respect to CHC under clause (a) or (b) above, a certificate of the accounting firm (substantially in the case form of paragraph Exhibit 9.5.1(c) (aa “Compliance Certificate”) aboveof CHC’s chief financial officer opining and certifying (i) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 10.13 and 10.14 and, (x) setting forth the Borrowers’ calculation of Consolidated EBITDA, Fixed Charges and Total Debt, (y) certifying that there has been no change in the business activities, assets or liabilities of any Person likely to result, in the good faith and reasonable judgment of CHC’s chief financial officer, in a Material Adverse Effect, or if there has been any such change, describing such change in reasonable detail, and (z) certifying that the Borrowers, the Guarantors and the Pledged Entities are in compliance with Section 10.11; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials materials, if any, filed by the Company such Persons with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said CommissionSEC, or with any national securities exchange, or distributed to its shareholders, partners or members, as the case may be; and. (e) promptly after the receipt thereof by any such Person or any Subsidiary, a copy of any “management letter” received by any such Person from its certified public accountants, and the management's response thereto; (f) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company such Persons or any Subsidiaryof their Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.; including, without limitation, if so requested, a reasonably detailed consolidated budget reflecting CHC and its Subsidiaries in the aggregate as well as reflecting each of the separate businesses included in such consolidated group, and such information regarding the B Bonds and the related cash flows therefrom;

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (which will promptly furnish such information to the Lenders (or, with respect to clause (6) below, to the Lenders who have requested such information)): (a1) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after following the end of each Fiscal Yearfiscal year, the a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' cash flows and owners’ equity and cash flows, showing the financial condition position of the Company Holdings and its consolidated subsidiaries Restricted Subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such fiscal year and, in each case, starting with the fiscal year ending December 31, 2023, setting forth in comparative form the corresponding figures for the prior fiscal year, (together with, in all cases, customary management discussion and analysis) which consolidated balance sheet and related statements of operations, cash flows and owners’ equity will be audited by the auditors of the Company on the Closing Date, independent public accountants of recognized national standing standing, or such other accountants as are reasonably acceptable to the Administrative Agent, and accompanied by an opinion of such accountants (which opinion shall not be qualified in subject to any material respect“going concern” statement, explanatory note or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from (i) an upcoming maturity date of indebtedness occurring within one year from the time such opinion is delivered, (ii) anticipated or actual financial covenant non-compliance or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Company Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the applicable financial statements delivered pursuant to this clause (1) being the “Annual Financial Statements”); (b2) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after following the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity operations and cash flows, flows showing the financial condition position of the Company Holdings and its consolidated subsidiaries Restricted Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and and, in each case, the then then-elapsed portion of the Fiscal Yearfiscal year and setting forth, starting with the fiscal quarter ending June 30, 2023, in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (together with, in all cases, customary management discussion and analysis), which consolidated balance sheet and related statements of operations and cash flows will be certified by one a Responsible Officer of its Responsible Officers Holdings on behalf of Holdings as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Company Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes (the applicable financial statements delivered pursuant to this clause (2) being the “Quarterly Financial Statements” and, together with the Annual Financial Statements, collectively, the “Required Financial Statements”); (c3) concurrently with any delivery of financial statements under (a) or (b) aboveRequired Financial Statements, a certificate of a Financial Officer of the accounting firm (in the case of paragraph Company: (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying to such Financial Officer’s knowledge that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of a Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (b) setting forth, in reasonable detail, the calculation of the Fixed Charge Coverage Ratio for the most recent period of four consecutive fiscal quarters as of the close of such fiscal year or such fiscal quarter, as applicable; (c) certifying a list of all Unrestricted Subsidiaries at such time and accompanied, if applicable, by unaudited reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries with respect to the Required Financial Statements; and (d) within five during any Covenant Compliance Period, setting forth computations in reasonable detail necessary for determining compliance by the Company with the provisions of Section 6.10 for the most recent period of four consecutive fiscal quarters as of the close of such fiscal year or fiscal quarter, as applicable; (54) Business Days promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by the Administrative Agent, other materials publicly filed by Holdings, the Company or any Restricted Subsidiary with the SEC; (5) within 90 days following the end of each full fiscal year (starting with the fiscal year ending December 31, 2023), a consolidated annual budget for such fiscal year in the form customarily prepared by the Company with (the Securities and Exchange Commission“Budget”), or any governmental authority succeeding which Budget will in each case be accompanied by the statement of a Financial Officer of the Company on behalf of the Company to any the effect that the Budget is based on assumptions believed by the Company to be reasonable as of or all the functions date of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; anddelivery thereof; (e6) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company or any Restricted Subsidiary, or compliance with the terms of this Agreementin each case, as the Purchaser Administrative Agent may reasonably request (for itself or on behalf of any Lender); (7) [reserved]; and (8) on or before fifteen (15) Business Days after the end of each calendar month (or, solely in the case of the first three calendar months for which a Borrowing Base Certificate is required to be delivered following the Closing Date, twenty (20) Business Days after the end of such month), a Borrowing Base Certificate, with such supporting materials as the Administrative Agent may reasonably request, prepared as of the close of business on the last Business Day of the previous month then ended; provided that, (i) the Company may elect to deliver the Borrowing Base Certificate on a more frequent basis (but if such election is exercised it must be continued until the date that is 60 days after the date of such election with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Company for that period), (ii) the Borrowing Base Certificate delivered in respect of the final calendar month (or week, as the case may be) of each fiscal quarter of the Company shall certify what level of the Applicable Margin shall be applicable for the succeeding fiscal quarter if the Company has not delivered an Officer’s Certificate to the Administrative Agent after the end of such fiscal quarter containing such a certification, (iii) the Company may deliver to the Administrative Agent a Borrowing Base Certificate at any such other times as may be agreed between the Company and the Administrative Agent (it being understood that in the event any Borrowing Base Certificate delivered to the Administrative Agent pursuant to this Agreement in connection with any Permitted Investment, any termination of a Subsidiary Borrower, any disposition or any designation of a Restricted Subsidiary as an Unrestricted Subsidiary is required to calculate the Borrowing Base on a Pro Forma Basis, the Borrowing Base shall be determined by reference to such Borrowing Base Certificate delivered substantially concurrently with the consummation of such acquisition or other Investment, termination, disposition or designation, as applicable), (iv) at any time a Liquidity Condition or a Designated Event of Default has occurred and is continuing, Borrowing Base Certificates shall instead be delivered on or before the following Wednesday following the end of each calendar week (or if such Wednesday is not a Business Day, the next Business Day), prepared as of the close of business on the last Business Day of the previous week then ended and (v) concurrently with (a) any designation of any Subsidiary as an Unrestricted Subsidiary, (b) (A) any Subsidiary Borrower ceasing to be a Subsidiary Borrower or (B) any other Loan Party ceasing to be a Loan Party and (c) any sale, transfer or disposition outside the ordinary course of business of any ABL Priority Collateral included in the most recently delivered Borrowing Base Certificate in excess of 10% of the Borrowing Base, the Company shall deliver to the Administrative Agent an updated Borrowing Base Certificate calculating and certifying the Borrowing Base and Availability as of the date of such designation, cessation or disposition, which calculation shall give Pro Forma effect to such designation, cessation or disposition as if effected immediately prior to such date (and Availability shall be greater than zero). Anything to the contrary notwithstanding, the obligations in clauses (1) and (2) of this Section 5.04 may be satisfied with respect to financial information of Holdings and its Restricted Subsidiaries by furnishing (1) the applicable financial statements of Holdings or (2) Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC. The obligations in clauses (1) and (2) of this Section 5.04 may be satisfied by delivery of financial information of Holdings and its Subsidiaries so long as such financial statements include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Holdings and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Documents required to be delivered pursuant to this Section 5.04 may be delivered electronically in accordance with Section 10.01(5).

Financial Statements, Reports, etc. Furnish The Borrower shall furnish to the PurchaserAdministrative Agent the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) as soon as available, but not later than Within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 Within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsSEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, SEC or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx; provided that the Borrower shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures set forth in Section 9.03.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent: (a) as soon as available, but not later than 90 within 100 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by BDO Xxxxxxx LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of the accounting firm (in the case of paragraph delivery under clause (a) above) or Responsible Financial Officer of the Company (in the case of paragraph delivery under clause (b) above) opining on or certifying that such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to the knowledge of the signer, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and attaching calculations showing compliance with Section 6.13 as of the end of such fiscal period; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (e) as soon as available, and in any event no later than 100 days after the end of each fiscal year, commencing with the fiscal year ending December 28, 1996, forecasted financial projections for the Borrower through the end of the then-current fiscal year (including a description of the underlying assumptions and management's discussion of historical results), all certified by a Financial Officer of the Borrower to be a good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; and (ef) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish Each Borrower shall furnish to Agent the Purchaserfollowing, each in such form and such detail as Agent or the Required Lenders shall reasonably request: (ai) as As soon as available, but not available and in no event later than 90 fifty-five (55) days (60 days for after the last day of each fiscal quarter of FIL, a preliminary copy of the Financial Statements of FIL and its Subsidiaries (prepared on a consolidated basis) for such statements) after quarter and for the end fiscal year to date, certified by the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of each Fiscal Year, the consolidated and consolidating balance sheets and statements finance of operations, stockholders' equity and cash flows, showing FIL to present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such yearcondition, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments); (cii) concurrently with As soon as available and in no event later than one hundred (100) days after the close of each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL (prepared on a consolidated and consolidating basis) for such year, audited by independent certified public accountants of recognized national standing reasonably acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions (other than a “going concern” or like qualification or exception or any delivery qualification or exception as to the scope of financial statements under such audit) reasonably acceptable to Agent) of such accountants and (aC) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or (b) aboveif, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the accounting firm chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of FIL (in the case of paragraph a “Compliance Certificate”) that (aA) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying states that no Event of Default or Potential Event of Default has occurred and is continuing, or, if any such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying a statement as to the nature and extent thereof and any corrective what action taken or proposed FIL proposes to be taken take with respect thereto, and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03; (div) within As soon as possible and in no event later than five (5) Business Days after any officer of such Borrower knows of the same become publicly availableoccurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, copies of all periodic and other reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, (B) any actual or threatened litigation or suits against any Borrower or any governmental authority succeeding to of FIL’s Subsidiaries involving potential monetary damages payable by any Borrower or FIL’s Subsidiaries of (x) Ten Million Dollars ($10,000,000) or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably request.more alone or

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than 45 within 90 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operationsincome, cash flow and stockholders' equity and cash flowsequity, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying that, to the accounting firm (in the case best of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that such Financial Officer's knowledge, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent; and (f) concurrently with any delivery of financial statements under paragraph (a) or (b) above, business affairs and financial condition calculations of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably requestfinancial test referred to in Section 5.12.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agents for distribution to each Lender (except in the case of the materials required by paragraphs (d) below, which shall only be furnished to the General Administrative Agent, the Japanese Administrative Agent and the Japanese Lenders): (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) demonstrating in reasonable detail calculation of the covenants set forth in Section 10.04 as of the last day of the period covered by such financial statements; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsGeneral Administrative Agent, business affairs and financial condition including any additional information relating to any one-time integration or transaction costs referred to in clause (f) of the definition of the term “Consolidated EBITDA” (it being understood that the Company shall not be required to provide any information or any Subsidiarydocuments which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may be obtained) to the General Administrative Agent that such information has been posted on the Company’s website on the internet at wxx.xxxxxx.xxx, or compliance with on the terms of this Agreement, as SEC’s website on the Purchaser may reasonably requestinternet at wxx.xxx.xxx or at another website identified in such notice and accessible by the Lenders without charge.

Financial Statements, Reports, etc. Furnish Alcoa shall furnish to the PurchaserAdministrative Agent the following, with sufficient copies for the Administrative Agent to provide a copy to each Lender: (a) as soon as available, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the (i) its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedand (ii) the balance sheet and related statements of income of each of its Subsidiaries which has been designated pursuant to Section 10.04(e) as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of such Subsidiary; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated Securities and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsExchange Commission (or any successor agency); (c) concurrently with any no later than the delivery due date of financial statements under (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, Commission or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access (and a confirming electronic correspondence is delivered or caused to be delivered by the Administrative Agent to such addresses as a Lender may designate for this purpose providing notice of such posting) or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by Alcoa to the Administrative Agent providing notice of such availability); provided that Alcoa shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent, which shall furnish to each Lender: (a) as soon as available, but not within the later than of (i) 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year or (ii) by the date the following statements would have been required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available under Rule 12b-25 of the consolidated and consolidating balance sheets and Securities Exchange Act of 1934 for the filing of such statements), its statements of financial position, operations, stockholders' shareholders’ equity and comprehensive income and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by KPMG, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (b) as soon as available, but not within the later than of (i) 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year or (ii) by the date the following statements would have been required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available under Rule 12b-25 of the Securities Exchange Act of 1934 for the filing of such statements), its consolidated and consolidating balance sheets and statements of operationsfinancial position, stockholders' equity operations and cash flows, flows showing the financial condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis” provision; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (a Financial Officer in the case form of paragraph Exhibit K (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Sections 6.10, 6.11 and 6.12 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail. (e) within five 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (5including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget); (f) Business Days promptly after the same become publicly available, copies of of, or links to copies of, all periodic and other reports, proxy statements and other materials filed by Super Holdco, Holdings, the Company Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (g) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any final “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) concurrently with any delivery of monthly financial statements required to be delivered under the ABL Credit Agreement, copies of such monthly financial statements; (i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (ej) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender through the Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 5.04 may be delivered electronically and, if so delivered, shall be deemed to have been delivered to the Administrative Agent and the Lenders on the date on which (i) the Borrower posts such documents, or provides a link thereto, on its principal publicly accessible website or (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (which may be a commercial or a third party website or a website sponsored by the Administrative Agent; provided that the Borrower shall notify the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to the Lenders: (a) as soon as available, but not later than 90 within 65 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operationsincome, changes in stockholders' ’ equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries its Subsidiaries during such year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries its Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearsuch fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm or Financial Officer (in the case of paragraph a “Compliance Certificate”) opining on or certifying such statements (awhich certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.06, 6.07 and, 6.08 and, if applicable, 6.10; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than materials ministerial or administrative in nature) filed by the Company it with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request. Documents required to be delivered under this Section 5.04 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which such documents are posted on, or a link to such documents is provided on (i) the Company’s website on the internet at xxx.xxxxxx.xxx, (ii) the website of the U.S. Securities and Exchange Commission or (iii) the Platform.

Financial Statements, Reports, etc. Furnish to the Purchasereach Lender: (a) as soon as available, but not later than in any event within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year of the Company, a copy of the consolidated audited balance sheet of the Company as of the end of such year and consolidating balance sheets and the related audited statements of operationsincome, stockholdersshareholders' equity and cash flowsflow for such year, showing setting forth in comparative form the financial condition of the Company and its consolidated subsidiaries respective figures as of the close end of such Fiscal Year and for the results of its operations and the operations of such subsidiaries during such previous fiscal year, all audited and accompanied by a report thereon of independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) satisfactory to the effect that such consolidated financial Administrative Agent and the Required Lenders (the "Auditor"), which report shall be unqualified; and which statements fairly present the financial condition and results of operations of the Company on a consolidated basis shall be prepared in accordance with GAAP consistently appliedGenerally Accepted Accounting Principles, applied on a consistent basis; provided that the requirements of this Section 6.03(a) shall be deemed satisfied by delivery within the time period specified above of copy the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) which includes the financial statements described in this Section 6.03(a) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission; (b) as soon as available, but in any event not later than 45 days (30 days for a preliminary copy of such statements) after the end of each first, second and third fiscal quarter of the first three fiscal quarters Company, a copy of the balance sheet of the Company as of the end of each Fiscal Year, such quarter and the consolidated and consolidating balance sheets and related interim statements of operationsincome, stockholdersshareholders' equity and cash flowsflow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, showing the financial condition prepared by management of the Company in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and its consolidated subsidiaries accompanied by a certificate to that effect executed by the Financial Officer of the Company; provided that the requirements of this Section 6.03(b) shall be deemed satisfied by delivery within the time period specified above of (A) a copy of the Company's Quarterly Report on Form 10-Q for such fiscal quarter, which includes the financial statements described in this Section 6.03(b), prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission; (c) a certificate prepared and signed by the Financial Officer with each delivery required by clauses (a) and (b), as to whether or not, as of the close of such fiscal quarter preceding period and at all times during such preceding period, the Company was in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Financial Officer shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results of its operations and nature thereof, whether or not the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on same shall constitute a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretohereunder; (d) at all times indicated in clause (a) above a copy of the management letter, if any, prepared by the Auditor; (e) on or prior to the fifteenth day of each calendar month, a detailed schedule of accounts receivable of the Company and the Guarantors, if any, certified by the Financial Officer of the Company and current as of the last Business Day of the preceding month, all in form satisfactory to the Administrative Agent; (f) on or prior to the fifteenth day of each calendar month, a detailed schedule of inventory of the Company and the Guarantors, if any, certified by the Financial Officer of the Company and current as of the last Business Day of the preceding month, which schedule shall contain a breakdown of such inventory by type, amount and warehouse and production facility location, appropriately completed, all in form satisfactory to the Administrative Agent; (g) within five fifteen (515) Business Days days after the same become publicly availableend of each calendar month (with respect to the Borrowing Base for the calendar month then ending) and simultaneously with the request for a Revolving Credit Loan (with respect to the Borrowing Base as of the last day of the immediately preceding calendar month), a completed Borrowing Base Certificate; (h) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other reports, proxy statements information and other materials filed by reports which the Company or any Guarantor shall file with the Securities and Exchange Commission, Commission or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed shall send to its shareholders; (i) promptly after submission to any government or regulatory agency, as all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the case may benormal course of business and which could not reasonably be expected to result in any materially adverse action to be taken by such agency; and (ej) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial condition or otherwise) of the Company or the Guarantors as any Lender may reasonably request. Notwithstanding anything to the contrary herein if, at any time, the Company shall create, establish or acquire of any Subsidiary, all financial statements and other information to be provided to the Administrative Agent and the Lenders pursuant to this Section 6.03 shall be prepared on a consolidated basis with respect to the Company and such Subsidiary or compliance with the terms of this AgreementSubsidiaries, as the Purchaser may reasonably requestapplicable.

Financial Statements, Reports, etc. Furnish Alcoa shall furnish to the PurchaserAdministrative Agent the following, with sufficient copies for the Administrative Agent to provide a copy to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year (i) its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedand (ii) the balance sheet and related statements of income of each of its Subsidiaries which has been designated pursuant to Section 10.04(e) as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of such Subsidiary; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated Securities and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsExchange Commission (or any successor agency); (c) concurrently with any no later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, Commission or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access (and a confirming electronic correspondence is delivered or caused to be delivered by the Administrative Agent to such addresses as a Lender may designate for this purpose providing notice of such posting) or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by Alcoa to the Administrative Agent providing notice of such availability); provided that Alcoa shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. Furnish Until the consummation of an underwritten public offering of the Company's Common Stock conducted by a nationally recognized reputable underwriter that results in net proceeds to the PurchaserCompany of at least $20 million and at a price per share of at least $4.00 (as adjusted for stock splits, combinations and the like) (a "Qualified Public Offering"), the Company shall furnish to each Purchaser that shall hold at least 666,667 Purchased Shares: (a) as soon as available, but not later than 90 within ninety (90) days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year of the Company a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year and the related consolidated and consolidating balance sheets and statements of operationsincome, stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company; (b) within twenty (20) days after the end of each month in each fiscal year (other than the last month in each fiscal year), a consolidated balance sheet of the Company and its subsidiaries, if any, and the related consolidated statements of income, stockholders' equity and cash flows, showing unaudited but prepared in accordance with generally accepted accounting principles and certified by the financial condition Chief Financial Officer of the Company and its Company, such consolidated subsidiaries balance sheet to be as of the close end of such Fiscal Year month and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operationsincome, stockholders' equity and cash flows, showing flows to be for such month and for the financial condition period from the beginning of the Company and its consolidated subsidiaries as of fiscal year to the close end of such month, in each case with comparative statements for the prior fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any at the time of delivery of each annual financial statements under (a) or (b) abovestatement pursuant to Section 5.1(a), a certificate of executed by the accounting firm (in the case of paragraph (a) above) or Responsible Chief Financial Officer of the Company (stating that such officer has caused this Agreement and the Series A and Series B Convertible Preferred Stock to be reviewed and has no knowledge of any default by the Company in the case performance or observance of paragraph (b) above) certifying that no Event any of Default the provisions of this Agreement or Potential Event of Default has occurred the Series A and Series B Convertible Preferred Stock or, if such an Event of Default or Potential Event of Default officer has occurredsuch knowledge, specifying such default and the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereof; (d) within five at the time of delivery of each monthly statement pursuant to Section 5.1(c), a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (5e) Business Days after no later than thirty (30) days prior to the same become publicly availablestart of each fiscal year, copies of all periodic consolidated capital and other reportsoperating expense budgets, proxy statements cash flow projections and other materials filed by income and loss projections for the Company with the Securities and Exchange Commissionits subsidiaries in respect of such fiscal year, or all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any governmental authority succeeding revisions to any of the foregoing; (f) promptly following receipt by the Company, each audit response letter, accountants management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries; (g) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the functions type described in Section 2.7 that could materially adversely affect the Company or any of said Commissionits subsidiaries, if any; (h) promptly upon sending, making available or with any national securities exchangefiling the same, all press releases, reports and financial statements that the Company sends or distributed makes available to its shareholders, as stockholders or directors or files with the case may beCommission; and (ei) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, and its subsidiaries as the such Purchaser reasonably may reasonably request.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company's financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company's financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) demonstrating in reasonable detail calculation of the covenants set forth in Section 8.04 as of the last day of the period covered by such financial statements; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; (e) promptly after the same become publicly available, copies of all materials filed by it with any other Governmental Authority or stock exchange, whether domestic or foreign, relating to the Offers; and (ef) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent, business affairs and financial condition including any additional information relating to any one-time integration or transaction costs referred to in clause (f) of the definition of the term "Consolidated EBITDA" (it being understood that the Company shall not be required to provide any information or any Subsidiarydocuments which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been posted on the Company's website on the internet at www.zimmer.com, or compliance with on the terms of this AgreementSEC's website on the internet at www.sec.gxx, as xx xx xxxxher website identified in such notice and accxxxxxxx xx the Purchaser may reasonably requestLenders without charge.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent, which shall furnish to each Participant: (a) as soon as available, but not later than 90 days (60 days for a preliminary copy i) the description of such statements) after the end of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition business of the Company and its consolidated subsidiaries as of all quarterly and annual financial information that would be required to be contained in a filing with the close of such Fiscal Year SEC on Forms 10-Q and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) all current reports that would be required to be filed with the United States Securities and Exchange Commission on a consolidated basis in accordance with GAAP consistently applied;Form 8-K if the Company were required to file such reports. (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) abovewith respect to annual financial statements) or Responsible Financial Officer of the Company (in the case of paragraph with respect to quarterly financial statements) opining on or certifying such statements (b) above) which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations), certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) concurrently with the delivery of annual financial statements and financial statements for the second fiscal quarter period under paragraph (a) above, a certificate executed by the chief legal officer of the Company (x) setting forth a list of all Property owned by the Company or any Subsidiary that, to such officer’s knowledge based upon reasonable inquiry, is located in a designated “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) and (y) certifying that no Material Adverse Effect could reasonably be expected to arise from the classification of the location of such Properties as “flood hazard areas”. (c) promptly after the request by any Participant, all documentation and other information that such Participant 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; (d) within five (5) Business Days promptly after the same become publicly availablerequest by the Administrative Agent or any Participant, copies of all periodic and other reports, proxy statements and other materials filed by (i) any documents described in Section 101(k)(1) of ERISA that the Company with the Securities and Exchange Commission, or any governmental authority succeeding of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Company or all any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the functions Company or any of said Commissionits ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Company or with any national securities exchange, the applicable ERISA Affiliate shall promptly make a request for such documents or distributed to its shareholders, as the case may benotices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Company, Xxxx Corp. or any Subsidiary, or compliance with the terms of this Agreementany Credit Document, as the Purchaser Administrative Agent or any Participant may reasonably request.

Financial Statements, Reports, etc. Furnish Howmet shall furnish to the PurchaserAdministrative Agent the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) as soon as available, but not later than Within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 Within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsSEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, SEC or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the SEC at hxxx://xxx.xxx.xxx; provided that Howmet shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures set forth in Section 9.03.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (who will distribute to each Lender): (a) as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) the fifth Business Day after the 90th day following the end of each Fiscal Year, fiscal year of the Borrower (i) its consolidated balance sheet and consolidating balance sheets and related statements of operationsincome, stockholders' ’ equity and cash flows, flows showing the financial condition of the Company Holdings and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by KPMG LLC or other independent public accountants of recognized national standing or such other independent public accountant reasonably acceptable to the Administrative Agent and accompanied by (ii) an opinion of such accountants (which opinion shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Company Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation under this Section 5.04(a)); (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) the fifth Business Day after the 45th day following the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year of the Borrower, the its consolidated balance sheet and consolidating balance sheets and related statements of operationsincome, stockholders' ’ equity and cash flows, flows showing the financial condition of the Company Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Persons during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, and for each fiscal quarter occurring after the first anniversary of the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Company Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligation under this Section 5.04(b) with respect to such quarter); (c) concurrently with any delivery of financial statements under (a) or (b) aboveSection 5.04 Financials, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Borrower (in the case of paragraph (b) abovei) certifying that to such Financial Officer’s knowledge, no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, reasonably specifying the nature thereof, (ii) setting forth (x) to the extent applicable computations in reasonable detail demonstrating each of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio and extent thereof the Guaranteed Net Leverage Ratio as of the date of such financial statements and any corrective action taken or proposed to be taken (y) in the case of a certificate delivered with respect theretothe financial statements required by paragraph (a) above (commencing with the fiscal year ended December 31, 2008), setting forth the Borrower’s calculation of Excess Cash Flow; (d) within five (5) not later than the fifth Business Days Day after the same become publicly available90th day after the commencement of each fiscal year of the Borrower, copies copy of all periodic and other reports, proxy statements and other materials filed the projections by the Company Borrower of the operating budget and cash flow budget of the Borrower and its subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Financial Officer of the Borrower to the effect that such Financial Officer believes such projections to have been prepared on the basis of reasonable assumptions; (e) simultaneously with the delivery of any Section 5.04 Financials, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements (but only to the extent such Unrestricted Subsidiaries would not be considered “minor” under Rule 3-10 of Regulation S-X under the Securities Act); (f) simultaneously with the delivery of any Section 5.04 Financials, management’s discussion and Exchange Commission, analysis of the important operational and financial developments of the Borrower and its Restricted Subsidiaries during the respective fiscal year or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersfiscal quarter, as the case may be; andbe (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K or quarterly report on Form 10-Q, as filed with the SEC, will satisfy the Borrower’s obligations under this Section 5.04(f)); (eg) promptly after the reasonable request by any Lender (through the Administrative Agent), all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) promptly, from time to time, such other information regarding the operations, business business, legal or corporate affairs and financial condition of the Company any Loan Party or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of Holdings or any Restricted Subsidiary to any other Person or applicable law); and (i) Within the time frame set forth in Section 7.02, on each occasion permitted therein, a Notice of Intent to Cure if a Cure Right will be exercised thereunder. Information required to be delivered pursuant to this Section 5.04 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 a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “Platform”) on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx or on the website of the Borrower. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. 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 Issuing Banks and the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to 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,” each of Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); provided, that the Lenders agree that neither the Borrower nor any of its management and affiliates shall have any liability of any kind or nature resulting from the use of the Borrower Materials posted on the portion of the Platform designated as “Public Investor”; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or another independent registered public accountants accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to 71 the scope of such audit) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operationsincome, cash flow and stockholders' equity and cash flows’ equity, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that that, to the best of such Financial Officer’s knowledge, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.06 and 6.07; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably request.

Financial Statements, Reports, etc. Furnish Alcoa shall furnish to the PurchaserAdministrative Agent the following, with sufficient copies for the Administrative Agent to provide a copy to each Lender: (a) as soon as available, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the (i) its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedand (ii) the balance sheet and related statements of income of each of its Subsidiaries which has been designated pursuant to Section 10.04(i) as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of such Subsidiary; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated Securities and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsExchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, Commission or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of Popular, furnish to the PurchaserAdministrative Agent and each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Popular and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries during such year, setting forth in each case in comparative form the figures for the previous fiscal year, all audited by PricewaterhouseCoopers L.L.P. or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Popular on a consolidated basis in accordance with GAAP consistently applied;; 52 46 (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company Popular and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the previous fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company Popular on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) setting forth in reasonable detail the accounting firm calculations required to establish whether Popular was in compliance with the requirements of Sections 6.05, 6.06, 6.07 and 6.08 and (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) aboveii) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and; (e) as soon as is reasonably practicable after the same becomes available, the "Parent Company Only Financial Statement for Bank Holding Companies" (report No. FR Y-9LP or any successor form of the Federal Reserve System) of Popular and Popular North America, Inc. and the "Consolidated Financial Statements for Bank Holding Companies" (report no. FR Y-9C or any successor form of the Federal Reserve System) of Popular that Popular shall have filed with the Board; (f) promptly upon the request of the Administrative Agent or any Lender, copies of all call reports of each Significant Subsidiary; (g) promptly, upon receipt by each Borrower, the certificate of good standing delivered by the Secretary of State to the Borrower in response to the Borrower's request for such certificate in the letter delivered to the Administrative Agent pursuant to Section 4.02(c)(i); 53 47 (h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Popular or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request; and (i) promptly, upon entering such agreement, notice of the terms of any agreement entered into by Banco Popular after the date of this Agreement restricting or limiting Banco Popular's right to declare and make payments of dividends to the Borrower, and any changes to any existing restrictions or limits on Banco Popular's right to declare or pay dividends to the Borrower.

Financial Statements, Reports, etc. Furnish The Company will furnish to the Purchaser:Holders (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets sheet and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company and its consolidated subsidiaries Company, as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by an independent public accountants accountant of recognized national or regional standing and accompanied by an opinion of such accountants accountant (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters quarter of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets sheet and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company and its consolidated subsidiaries Company, as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one its Financial Officer (on behalf of its Responsible Officers the Company) as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments; (c) as soon as available and in any event within 45 days after the end of each month (including the last month of the Company's fiscal year), a copy of the monthly financial reports required to be submitted to the Senior Lender pursuant to the Senior Credit Agreement; (d) concurrently with any delivery of financial statements under sub- paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Financial Officer of the Company (in on behalf of the case of paragraph Company) opining on or certifying such statements (b) above) which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations), certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (de) prior to fiscal year end, a projection for the next three (3) years and quarterly projections for the coming year in the same format at the financial statements of the Company; (f) within five thirty (530) Business Days days after the same become publicly availablefiling, copies of all periodic and other material reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersshareholders (exclusive of proprietary information unless (i) the Person that is the source of the information or report is a public company and (ii) such Person would then be required to file such proprietary information with the Securities and Exchange Commission), as the case may be; and; (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any SubsidiaryCompany, or compliance with the terms of this Agreementany Investment Document, as the Purchaser Holders may reasonably request.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agent and each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year of the Borrower, the consolidated balance sheet of the Borrower and consolidating balance sheets its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income and retained earnings and statements of operations, stockholders' equity and cash flows, showing the financial condition flow of the Company Borrower and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during Subsidiaries for such year, all audited by independent public accountants of recognized national standing complete and accompanied by an opinion of such accountants (which shall not be qualified correct in any all material respect) to the effect that such consolidated financial statements fairly present the financial condition respects and results of operations of the Company on a consolidated basis prepared in accordance with GAAP applied consistently appliedthroughout the periods involved, and reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of nationally recognized standing; (b) as soon as available, but not later than 45 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and consolidating balance sheets its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statements of income and retained earnings and statements of operations, stockholders' equity and cash flows, showing the financial condition flow of the Company Borrower and its consolidated subsidiaries as of the close of Subsidiaries for such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year through such quarter, all certified by one of its a Responsible Officers Officer as fairly presenting the financial condition being, in his or her opinion, complete and results of operations of the Company on a consolidated basis correct in all material respects and prepared in accordance with GAAP applied consistently applied, throughout the periods involved (subject to normal year-end audit adjustments); (c) concurrently with any the delivery of the financial statements under referred to in clauses (a) or and (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Borrower (i) stating that, to the best of such officer's knowledge, the Borrower during such period has performed each covenant and condition contained in the case Loan Documents and that such officer has obtained no knowledge of paragraph (b) above) certifying that no any Default or Event of Default or Potential Event hereunder, except as specifically indicated and (ii) showing in detail the calculations supporting such statement in respect of Default has occurred orSections 6.08, if such an Event of Default or Potential Event of Default has occurred, specifying the nature 6.09 and extent thereof and any corrective action taken or proposed to be taken with respect thereto6.10; (d) within five (5) Business Days days after the same become publicly availableare sent, copies of all periodic and other reports, proxy statements and other materials filed by reports which the Company Borrower sends to its stockholders, and within five days after the same are filed, copies of all reports which the Borrower shall file with the Securities and Exchange Commission, Commission or any governmental authority succeeding to successor on Form 10-K, Form 10-Q, Form 8-K or any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may besuccessor form; and (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may time reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent, which shall furnish to each Lender: (a) (i) prior to such time as soon a Qualified Public Offering occurs, within 120 days after the end of the fiscal year ending December 31, 2014, and (ii) from and after such time as availablea Qualified Public Offering occurs, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearsubsequent fiscal year, the an annual report containing a consolidated and consolidating combined (and, with respect to the Consolidated Funds, consolidating) balance sheets sheet and related statements of operations, stockholders' changes in equity and cash flows, showing the financial condition flows of the Company Borrower and its consolidated subsidiaries as of the close end of such Fiscal Year fiscal year and the results of its operations and the operations of such its applicable subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited of which shall be accompanied by a report and an opinion that is unqualified (except as set forth below), and prepared in accordance with GAAP of McGladrey LLP or other independent public accountants of national recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified in without (i) a “going concern” or like qualification or exception, (ii) any material respectqualification or exception as to the scope of such audit or (iii) any qualification that relates to the treatment of classification of any item and that, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.10) to the effect that such consolidated and combined (and, with respect to the Consolidated Funds, consolidating) financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedBorrower and its subsidiaries; (bi) prior to such time as soon as availablea Qualified Public Offering occurs, but not later than within 45 days after the end of the first full fiscal quarter (30 that is not also the end of a fiscal year ending after the Closing Date, and (ii) from and after such time as a Qualified Public Offering occurs, within 45 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year of the Borrower, the consolidated and consolidating combined (and, with respect to the Consolidated Funds, consolidating) balance sheets sheet and related statements of operations, stockholders' changes in equity and cash flows, showing the financial condition flows of the Company Borrower and its consolidated subsidiaries as of the close end of such fiscal quarter and the results of its operations and the operations of such its applicable subsidiaries during such fiscal quarter and the then elapsed portion of such fiscal year, and comparative figures for the Fiscal Yearsame periods in the immediately preceding fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the financial condition and results of operations of the Company Borrower and its subsidiaries on a consolidated basis in accordance with GAAP consistently appliedbasis, subject to normal year-year end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (Borrower, in the case form of paragraph Exhibit F, (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Sections 6.10, and (iii) setting forth the calculation and uses of the Available Amount (and each of the components thereof) for the fiscal period then ended; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Section 6.10 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail; (e) if (i) as a result of (A) any change in GAAP or (B) any change in any law, rule or regulation or adoption of any law, rule or regulations, in each case applicable to the Borrower or any of its Subsidiaries, the consolidated financial statements of Borrower and the Subsidiaries delivered pursuant to Section 5.04(a) or 5.04(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subsections had no such change or adoption of the type described in the foregoing subclauses (A) and (B) been made and (ii) such change or adoption would have any of the effects described in the last sentence of Section 1.02, then, together with the first delivery of such financial statements after such change or adoption, one or more statements of reconciliation against the financial statements that would have been required to be provided under Section 5.04(a) and 5.04(b) prior to such change or adoption, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders; (f) within five 30 days after the beginning of each fiscal year of the Borrower, forecasted profit and loss statements for the Loan Parties prepared on a basis consistent with the Loan Parties’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions, all in form and substance (5including as to scope and underlying assumptions) Business Days reasonably satisfactory to the Administrative Agent, for such fiscal year, quarter by quarter, certified by a Financial Officer of the Borrower as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company any Obligor or public company with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all of the functions of said Commissionthe SEC, or with any national securities exchange, or other publicly available materials distributed to its shareholders, as the case may be; (h) promptly after the receipt thereof by the Borrower or any Subsidiary, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s written response thereto; (i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order for the Lenders to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (j) at least three Business Days following the occurrence thereof, written notice of the initial closing with third-party investors of any newly formed Fund or the establishment of any Separately Managed Account; and (ek) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Borrower, any Subsidiary or any SubsidiaryFund or Fund-Related Entity, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution to each Lender: (a) as soon as available, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operationsincome, stockholders' equity cash flows and cash flows, retained earnings showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied(it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than 45 within 90 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operationsincome, stockholders' equity cash flow and cash flowsretained earnings, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying that, to the accounting firm (in the case best of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that such Financial Officer's knowledge, no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent; and (f) concurrently with any delivery of financial statements under paragraph (a) or (b) above, business affairs and financial condition calculations of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably requestfinancial test referred to in Section 5.12.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agents and each Lender: (a) as soon as available, but not later than 90 within 95 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PriceWaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in without a “going concern” qualification or exception and without any material respectqualification or exception with respect to the scope of such opinion) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or as any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may Lender shall reasonably requestrequest through CNAI.

Financial Statements, Reports, etc. Furnish The Company will maintain books of account in accordance with GAAP, keep full and complete financial records and furnish to the PurchaserLender the following reports: (ai) as soon as available, but not later than within 90 days after the last day of each fiscal year (60 days for or, in the event the Company timely files a preliminary Form 12b-25 under the Exchange Act, such longer period allowed under Rule 12b-25 of the rules and regulations promulgated under the Exchange Act), a copy of the balance sheet of the Company as at such statements) after the end of each Fiscal Yeardate, the consolidated and consolidating balance sheets and together with statements of operations, stockholders' equity and cash flows, showing the financial condition flows of the Company for the fiscal year then ended, audited and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all audited certified without qualification by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) reasonably satisfactory to the effect Lender (it being acknowledged that such consolidated financial statements fairly present Raich Ende Xxxxxx & Co. LLP, the financial condition Company's current independent public accountants, are satisfactory to the Lender for this purpose) and results of operations of the Company on a consolidated basis prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied; (bii) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end last day of each of the first three fiscal quarters of each Fiscal Yearfiscal year (or, in the consolidated event the Company timely files a Form 12b-25 under the Exchange Act, such longer period allowed under Rule 12b-25 of the rules and consolidating regulations promulgated under the Exchange Act), an unaudited balance sheets and sheet as at such date, together with statements of operations, stockholders' equity and cash flows, showing the financial condition flows of the Company and its consolidated subsidiaries as of for the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter then ended and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one setting forth in each case in comparative form the figures for the corresponding period or periods of its Responsible Officers as fairly presenting the previous fiscal year; (iii) monthly financial condition and results statements in the form delivered to the Board of operations Directors of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-within thirty (30) days following the end audit adjustmentsof the month; (civ) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of (A) all periodic and other reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, Commission or with any national securities exchange, (B) all press releases and (C) any written notices of default, acceleration or distributed enforcement received from holders (or any trustee, agent or other representative therefor) of any indebtedness of the Company pursuant to the terms of the documentation governing the same; (v) promptly after the receipt thereof by the Company, a copy of any "management letter" received by any such person from its shareholders, as certified public accountants and the case may bemanagement's response thereto; and (evi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any SubsidiaryCompany, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Lender may reasonably request. Notwithstanding the provisions of SECTIONS 8.1(C)(I) and (II) above, to the extent the information required by such Section is included in the documents delivered pursuant to SECTION 8.1(C)(IV), such information need not be separately delivered pursuant to SECTION 8.1(C)(I) or (II).

Financial Statements, Reports, etc. Furnish Howmet shall furnish to the PurchaserAdministrative Agent the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) as soon as available, but not later than Within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 Within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsSEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, SEC or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by Howmet to the Administrative Agent providing notice of such availability); provided that Howmet shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures set forth in Section 9.03.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (and the Administrative Agent shall promptly after receipt thereof make available to each Lender): (a) as soon as availablewith respect to El Paso, but not later than 90 within 120 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' ’ equity and cash flows, flows showing the its financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as availablewith respect to El Paso, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity ’ equity, and cash flows, flows showing the its financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Officers Financial Officers, as fairly presenting the its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) with respect to El Paso, concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days with respect to El Paso, promptly after the same become publicly available, copies of all periodic and other reports, reports and definitive proxy statements and (other materials than any registration statement on Form S-8 or its equivalent) filed by the Company it or any Subsidiary with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholders, as the case may be; andshareholders generally; (e) with respect to the Trustee, concurrently with the delivery thereof to El Paso, copies of its periodic trust reports; (f) with respect to El Paso, promptly after El Paso shall have received notice thereof, notice of any change in the debt rating of the Index Debt, or any notice that El Paso or any Index Debt shall be placed on “CreditWatch” or “WatchList” or any similar list maintained by either Rating Agency, in each case with negative implications; (g) promptly after the request by any Lender or the Administrative Agent, all documentation and other information that such Lender or the Administrative Agent reasonably requests for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering and anti-terrorism laws, rules and regulations; (h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company such Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request; and (i) promptly after a Responsible Officer of any Borrower becomes aware of any change in the information provided in a Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, a written notice specifying any such change. Documents required to be delivered pursuant to this Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent or any Lender, the Borrowers shall deliver paper copies of such documents to the Administrative Agent or such Lender upon its request to the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.

Financial Statements, Reports, etc. Furnish to the PurchaserAgents, the Administrative Agent, the Facing Agent and each Lender: (a) as soon as availablein the case of Stone, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of Stone and the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by Ernst & Young LLP or other independent public accountants auditors of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company Stone on a consolidated basis in accordance with GAAP consistently appliedU.S. GAAP; (b) as soon as availablein the case of Stone, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the (i) its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of Stone and the Company and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then then-elapsed portion of the Fiscal Yearfiscal year and (ii) a narrative discussion of the results of operations of Stone and its consolidated Subsidiaries in a form reasonably satisfactory to the Agents (it being understood that, all in the case of clause (i) above, such information shall be in reasonable detail and certified by one a Financial Officer of its Responsible Officers Stone, as fairly presenting the financial condition and results of operations of the Company Stone on a consolidated basis in accordance with GAAP consistently appliedU.S. GAAP, subject to normal year-end audit adjustments); (c) concurrently with any delivery of financial statements of Stone under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Stone (in the case of paragraph (b) abovei) certifying that that, after due investigation and reasonable inquiry, no Event of Default or Potential Event of Default has occurred or, if such an Event of a Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the ratios contemplated by the definition of the term "Applicable Rate" and demonstrating compliance with the covenants contained in Sections 7.01, 7.02, 7.03, 7.04, 7.06, 7.13, 7.14 and 7.15; (d) within five concurrently with any delivery of financial statements under paragraph (5a) Business Days above, a certificate of the accounting firm opining on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying (i) whether in connection with its audit examination any Default or Event of Default has come to its attention and, if such event has come to its attention, the nature and extent thereof and (ii) that based on its audit examination, nothing has come to its attention that leads it to believe that the information contained in the certificate delivered therewith pursuant to paragraph (c) above is not correct; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than (i) the exhibits to registration statements and (ii) any registration statements on Form S-8 or its equivalent) filed by SSCC, either Borrower or any of the Company Subsidiaries with the Securities and Exchange Commission, or any governmental authority Governmental Authority succeeding to any of or all the functions of said such Commission, or with any national securities commission of any Canadian province, or with any Canadian or U.S. securities exchange, or distributed to its shareholdersany such Person's shareholders (other than to SSCC, the Borrowers or any of the Subsidiaries), as the case may be; and; (ef) promptlyin the case of Stone, as soon as available, and in any event no later than 90 days after each fiscal year, a consolidated annual plan, prepared in accordance with Stone's normal accounting procedures applied on a consistent basis, for the next fiscal year of Stone; (g) upon the earlier of (i) 90 days after the end of each fiscal year of Stone and (ii) the date on which the financial statements of Stone are delivered pursuant to paragraph (a) above, a certificate of a Financial Officer of Stone setting forth, in detail reasonably satisfactory to the Agents, the amount of Excess Cash Flow, if any, for such fiscal year; (h) promptly from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any SubsidiaryBorrowers, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Agents, the Administrative Agent, the Facing Agent or any Lender may reasonably request; and (i) a copy of all notices (other than notices regarding any scheduled or mandatory repayments), certificates, financial statements and reports, as and when delivered by or on behalf of Stone to the holders of any Subordinated Notes, Senior Notes or First Mortgage Notes.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agents for distribution to each Lender (except in the case of the materials required by paragraphs (d) below, which shall only be furnished to the General Administrative Agent, the Japanese Administrative Agent and the Japanese Lenders): (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Price Waterhouse Coopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company's financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company's financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) demonstrating in reasonable detail calculation of the covenants set forth in Section 12.4 as of the last day of the period covered by such financial statements; (d) within five concurrently with the delivery of the financial statements required by Section 9.14 hereof, copies of all such financial statements; (5e) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; and (ef) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operations, business affairs and financial condition of General Administrative Agent (it being understood that the Company shall not be required to provide any information or any Subsidiarydocuments which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may be obtained) to the General Administrative Agent that such information has been posted on the Company's website on the internet at www.zimmer.com, at www.sec.gov or compliance with the terms of this Agreement, as the Purchaser may reasonably requestat another website identified in sxxx xxxxxx xxx accexxxxxx xx xhe Lenders without charge.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (which will promptly furnish such information to the Lenders): (a) as As soon as available, but and in any event not later than five Business Days after the date by which Holdings is required to file its annual report on Form 10-K with the SEC (after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearsuch fiscal year), the (i) a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' cash flows and owners’ equity and cash flows, showing the financial condition position of the Company Holdings and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations during such year (the “Annual Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Annual Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the operations Restricted Subsidiaries; (ii) a narrative discussion of such subsidiaries during such management’s discussion and analysis of results; and (iii) setting forth in comparative form the corresponding figures for the prior fiscal year, all which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by Holdings’ independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in as to scope of audit or as to the status of Holdings or its Subsidiaries as a going concern other than any material respectsuch qualification or exception that is solely with respect to, or resulting solely from, an upcoming maturity date under the Credit Facilities or any other Material Indebtedness occurring within one year from the time such report is delivered or any prospective default of any financial covenant) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Company Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as As soon as available, but and in any event not later than five Business Days after the date by which Holdings is required to file its quarterly report on Form 10-Q with the SEC (after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three such fiscal quarters of each Fiscal Yearquarter), the (i) a consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity operations and cash flows, flows showing (x) the financial condition position of the Company Holdings and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the consolidated and consolidating results of its operations and the operations of such subsidiaries during such fiscal quarter and (y) the then then-elapsed portion of the Fiscal Yearfiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (the “Quarterly Financial Statements” and, all together with the Annual Financial Statements, the “Required Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Quarterly Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the Restricted Subsidiaries; and (ii) a narrative discussion of management’s discussion and analysis of results, certified by one a Responsible Officer of its Responsible Officers Holdings on behalf of Holdings as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Company Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements Required Financial Statements under paragraphs (a) or and (b) aboveof this Section 5.04, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Borrower (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of a Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) certifying a list of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary”, (iii) certifying a list of all Unrestricted Subsidiaries at such time and that each Subsidiary set forth on such list qualifies as an Unrestricted Subsidiary and (iv) setting forth computations in reasonable detail calculating the Fixed Charge Coverage Ratio for the fiscal quarter then ended (irrespective of whether a Covenant Trigger Event is then in effect); (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by the Administrative Agent, other materials filed by the Company Holdings or its Subsidiaries with the Securities and Exchange CommissionSEC or, or any governmental authority succeeding to any of or all the functions of said Commissionafter an initial public offering, or with any national securities exchange, or distributed to its shareholdersstockholders generally, as the case may be; andapplicable; (e) upon the reasonable request of the Administrative Agent, concurrently with the delivery of the Annual Financial Statements, provide an update to the information set forth on the schedules to the Collateral Agreement, together with (i) information about deposit accounts, securities accounts and commodities accounts entered into by the Borrower or any of the Loan Parties and (ii) information regarding Material Real Property acquired by the Borrower or any of the Loan Parties, in the case of each of (i) and (ii), since the First Restatement Effective Date or the delivery of the previous year’s Annual Financial Statements, as applicable, to the extent not previously notified to the Administrative Agent; (f) within 90 days following the end of each fiscal year, a reasonably detailed consolidated annual budget for the succeeding fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each fiscal quarter for such fiscal year and annual consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of Holdings to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (g) promptly, from time to time, such other information regarding the operations, business affairs (including self-insurance) and financial condition of the Company or any SubsidiaryBorrower and its Subsidiaries, or compliance with the terms of this Agreementany Loan Document, in each case, as the Purchaser Administrative Agent may reasonably request (for itself or on behalf of any Lender); (h) In connection with the covenants set forth in this Section 5.04(h), it is understood and agreed that: (i) Subject to Section 5.04(h)(ii), on or before the 15th Business Day after the end of each monthfiscal quarter, a Borrowing Base Certificate as of the last day of the immediately preceding monthsuch fiscal quarter, with such supporting materials as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) upon the making of any Loans or the issuance of any Letters of Credit that would cause the Revolving L/C Exposure to exceed $5,000,000 (a “Funding Date”) at any time where immediately prior to the making of such Loans or issuance of any Letters of Credit, the Aggregate Credit Exposure solely in respect of Revolving Loans was $0 and the Revolving L/C Exposure was $5,000,000 or less, the Borrower shall furnish a Borrowing Base Certificate as of the last day of the immediately preceding month ended at least 15 Business Days prior to such Funding Date, with supporting materials as the Administrative Agent shall reasonably request, (y) at any time that any Loans or Letters of Credit are outstanding, the Borrower shall furnish a Borrowing Base Certificate on or before the 15th Business Day of each month calculated as of the last day of the immediately preceding month, with supporting materials as the Administrative Agent shall reasonably request and (z) after the occurrence and during the continuance of a Cash Dominion Event, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), the Borrower shall furnish a Borrowing Base Certificate calculated as of the close of business on Saturday of the immediately preceding calendar week. (ii) At any time and from time to time the Borrower is entitled to calculate the Borrowing Base on a Pro Forma Basis to give effect to a Permitted Business Acquisition (including an acquisition of inventory or accounts receivable), and to adjust the Borrowing Base accordingly, prior to completion of the applicable field examination or appraisal; provided that, if, on or prior to the date that is 90 days following the consummation of such Permitted Business Acquisition, the Borrower shall not have delivered the appropriate field examination or appraisal with respect to any asset included in the Borrowing Base pursuant to this Section 5.04(h)(ii), then on the date that is 90 days following the consummation of such Permitted Business Acquisition such asset shall be removed from the Borrowing Base until the completion of the applicable field examination or appraisal with respect to such asset. (i) promptly upon request by the Administrative Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) each Schedule SB (Single-Employer Defined Benefit Plan Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the IRS with respect to a Plan, (ii) the most recent actuarial valuation report for any Plan, (iii) all notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by the Borrower, its Subsidiaries or any ERISA Affiliate, concerning an ERISA Event and (iv) with respect to each Foreign Benefit Plan, any available annual reports, actuarial valuation reports or notices from plan sponsors, plan administrators or any Governmental Authority with respect to such plan; and (j) promptly following any request therefor by the Administrative Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower, its Subsidiaries or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower, its Subsidiaries or such ERISA Affiliate shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided that documents required to be delivered pursuant to paragraphs (a), (b) and (d) shall be deemed to have been delivered on the earlier of the date on which (A) Holdings posts such documents or provides a link thereto on Holdings’ website, with notification to the Administrative Agent of the posting of such documents and (B) such documents are filed with the SEC; provided, further, if requested by the Administrative Agent in writing, Holdings shall also provide such documents by electronic mail to the Administrative Agent.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agents and each Lender: (a) as soon as available, but not later than 90 within 95 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PriceWaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or as any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may Lender shall reasonably requestrequest through CNAI.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent: (a) as soon as available, but not later than 90 available and in any event within 110 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and the related statements of operations, stockholders' equity income and cash flows, showing the financial condition flows of the Company Borrower and its consolidated subsidiaries Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of the close of such Fiscal Year and fiscal year (which requirement shall be deemed satisfied by the results delivery of its operations and the operations of such subsidiaries during Borrower’s Annual Report on Form 10‑K (or any successor form) for such year), all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Company Companies on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 65 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition flows of the Company and its consolidated subsidiaries Companies as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10‑Q (or any successor form) for such quarter), all each certified by one of its Responsible Officers a Financial Officer as fairly presenting in all material respects the financial condition and results of operations of the Company Companies on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.02, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Borrower (in the case of paragraph (b) abovex) certifying that no Event of Default or Potential Event of as to whether a Default has occurred orthat is continuing and, if such an Event of Default or Potential Event of a Default has occurredoccurred that is continuing, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect theretothereto and (y) so long as any Financial Covenant Loans are outstanding or Financial Covenant Commitments are in effect, setting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with Section 6.07 as of the last day of the most recent fiscal quarter covered by such financial statements and (ii) concurrently with any delivery of financial statements under paragraph (a) of this Section 5.02, solely to the extent that the Required Percentage for the relevant Excess Cash Flow Period would be greater than 0%, a certificate of a Financial Officer of the Borrower setting forth (x) the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, (y) the amount of any required prepayment in respect thereof and (z) reasonably detailed calculations thereof; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic financial statements, reports and other reports, proxy statements mailed to the Borrower’s public shareholders generally, and copies of all registration statements (other materials than those on Form S‑8) and Form 8-K’s (to the extent that such Form 8-K’s disclose actual or potential adverse developments with respect to the Borrower or any of its Subsidiaries that constitute, or would reasonably be expected to constitute, a Material Adverse Effect) filed by the Company with the Securities and Exchange Commission, SEC or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange; (e) promptly after (i) the occurrence thereof, notice of any ERISA Termination Event or “prohibited transaction,” as such term is defined in Section 4975 of the Code, with respect to any Plan that results, or distributed would reasonably be expected to its shareholdersresult, as in a Material Adverse Effect, which notice shall specify (in reasonable detail) the case may benature thereof and the Borrower’s proposed response thereto, and (ii) actual knowledge thereof, copies of any notice of PBGC’s intention to terminate or to have a trustee appointed to administer any Plan; and (ef) promptly, promptly following any request therefor from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.02(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) on which the Borrower posts such documents, or provides a link thereto at xxx.xxxxxxxx.xxx; (iii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier, electronic mail or such other manner permitted pursuant to Section 9.01) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower represents and warrants that either (i) it and any Subsidiary has no registered or publicly traded securities outstanding, or (ii) it files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities. Accordingly, the Borrower hereby (x) authorizes the Administrative Agent to make available to Public-Xxxxxx the financial statements to be provided under Section 5.02(a) and (b) above and, unless the Borrower promptly notifies the Administrative Agent otherwise (provided that such documents have been provided to the Borrower and its counsel for review a reasonable period of time prior thereto), the Loan Documents, 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 with respect to any of the Borrower, its Subsidiaries or their respective securities within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall the Administrative Agent post compliance certificates or budgets to Public-Xxxxxx.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agents and each Lender: (a) as soon as available, but not later than 90 within 95 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Price Waterhouse LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or as any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may Lender shall reasonably requestrequest through Citibank.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserGeneral Administrative Agent for distribution to each Lender: (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, the related consolidated earnings statement showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and consolidating balance sheets and statements of operations, stockholders' equity and cash flowsrelated consolidated earnings statement, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one fiscal year (and each delivery of its Responsible Officers as such statements shall be deemed a representation that such statements fairly presenting present the Company’s financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 9.04 as of the last day of the period covered by such financial statements; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or and copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsGeneral Administrative Agent, business affairs including any additional information relating to the Consolidated Transaction Costs and financial condition Consolidated Cost Savings referred to in clauses (h) and (i), respectively, in the definition of the term “Consolidated EBITDA” (it being understood that the Company shall not be required to provide any information or any Subsidiarydocuments which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may be obtained) to the General Administrative Agent that such information has been posted on the Company’s website on the internet at xxx.xxxxxx.xxx, or compliance with on the terms of this Agreement, as SEC’s website on the Purchaser may reasonably requestinternet at xxx.xxx.xxx or at another website identified in such notice and accessible by the Lenders without charge.

Financial Statements, Reports, etc. Furnish to the PurchaserAdministrative Agent (which will promptly furnish such information to the Lenders) or, as applicable, to the Lender Advisors (other than any local counsel) (in each case, subject to extension to such later time as agreed to in writing by the Lender Advisors (other than any local counsel) (including via email)): (1) As soon as available, and in any event within thirty (30) days following the end of each fiscal month (commencing with the fiscal month ending May 31, 2023) and in each case in a manner consistent with the Debtors’ existing internal monthly reporting practices: (a) the consolidated balance sheet and related statements of income, stockholders’ equity and cash flows for Holdings and the Subsidiaries, as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, and for such fiscal month and the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition elapsed portion of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such fiscal year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as availablea report setting forth, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated most recently ended calendar month and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one a computation of its Responsible Officers as fairly presenting the financial condition and results of operations adjusted EBITDA of the Company on Loan Parties and their Subsidiaries determined in a consolidated basis manner consistent with past practice (it being agreed that adjusted EBITDA computed in accordance with GAAP consistently applied, subject the definition of EBITDA in the Prepetition Term Loan Credit Agreement shall satisfy this provision) (the applicable financial statements delivered pursuant to normal year-end audit adjustmentsthis clause (1) being the “Monthly Financial Statements” and also referred to as the “Required Financial Statements”); (c2) concurrently with any delivery of financial statements under (a) or (b) aboveRequired Financial Statements, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of a Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d3) within five (5) Business Days after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably request.[reserved];

Financial Statements, Reports, etc. Furnish Lessee shall furnish to Agent, with sufficient copies for Lessor and each Participant (other than Novellus), the Purchaserfollowing, each in such form and such detail as Agent, Lessor or the Required Participants shall reasonably request: (ai) as As soon as available, but not available and in no event later than 90 fifty (50) days after the last day of each fiscal quarter of Lessee (60 days for other than the last quarter in any fiscal year), a preliminary copy of the Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such statements) after quarter and for the end fiscal year to date, certified by the president or chief financial officer of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing Lessee to present fairly the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such yearcondition, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments); (cii) concurrently As soon as available and in no event later than one hundred (100) days after the close of each fiscal year of Lessee, (A) copies of the audited Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such year, prepared by Ernst & Young or by other independent certified public accountants of recognized national standing acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Required Participants) and management letters delivered by such accountants in connection with all such Financial Statements and (C) certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any delivery Default which has occurred and is continuing, or if, in the opinion of financial statements under (a) or (b) abovesuch accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the accounting firm president or chief financial officer of Lessee which (in the case of paragraph (aA) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying states that no Event of Default or Potential Event of Default has occurred and is continuing, or, if any such an Event of Default or Potential Event of Default has occurred, specifying the nature occurred and extent thereof and any corrective action taken or proposed to be taken with respect thereto;is (div) within As soon as possible and in no event later than five (5) Business Days after any Senior Officer of Lessee knows of the same become publicly availableoccurrence or existence of (A) any Reportable Event (excluding any Reportable Event for which the provision of a 30-day notice to the PBGC has been waived by regulation) under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against Lessee or any of its Subsidiaries involving potential monetary damages payable by Lessee or its Subsidiaries of $10,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the president or chief financial officer of Lessee setting forth details of such event, condition or Default and the action which Lessee proposes to take with respect thereto; (v) As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all periodic registration statements and other reports filed by Lessee or any of its Subsidiaries with any securities exchange or the Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-Q reports); (B) all reports, proxy statements and other materials filed financial statements sent or made available by the Company with the Securities and Exchange Commission, Lessee or any governmental authority succeeding of its Subsidiaries to its security holders; and (C) all press releases and other similar public concerning any material developments in the business of Lessee or any of its Subsidiaries made available by Lessee or any of its Subsidiaries to the public generally; (vi) As soon as available and in no event later than ten (10) days before the first day of each fiscal year of Lessee, the consolidated plan and forecast of Lessee and its Subsidiaries for such fiscal year, including quarterly cash flow projections and quarterly projections of Lessee's compliance with each of the covenants set forth in Paragraph 5.03; (vii) As soon as possible and in no event later than (A) ten (10) days prior to the acquisition by Lessee or any of its Subsidiaries of any new Subsidiary or all or substantially all of the functions assets of said Commissionany other Person, or with any national securities exchange, or distributed to its shareholders, as the case may bewritten notice thereof; and (eviii) promptlySuch other instruments, from time agreements, certificates, opinions, statements, documents and information relating to timethe operations or condition (financial or otherwise) of Lessee or its Subsidiaries, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance by Lessee with the terms of this Agreement, Agreement and the other Operative Documents as the Purchaser Lessor or Agent may from time to time reasonably request.

Financial Statements, Reports, etc. Furnish The Company shall furnish to Purchaser so long as it holds at least 200,000 Preferred Shares, Conversion Shares or any combination thereof (appropriately adjusted for recapitalizations, stock splits and the Purchaser:like) (a) as soon as available, but not later than 90 within ninety (90) days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, fiscal year of the Company a consolidated balance sheet of the Company and consolidating balance sheets its subsidiaries as of the end of such fiscal year and the related consolidated statements of operationsincome, stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company; (b) within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year) a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statements of income, stockholders' equity and cash flows, showing unaudited but prepared in accordance with generally accepted accounting principles and certified by the financial condition Chief Financial Officer of the Company and its Company, such consolidated subsidiaries balance sheet to be as of the close end of such Fiscal Year month and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operationsincome, stockholders' equity and cash flows, showing flows to be for such month and for the financial condition period from the beginning of the Company and its consolidated subsidiaries as fiscal year to the end of such month, in each case with comparative statements for the prior fiscal year, provided that the Company's obligations under this Section 5.1 (b) shall terminate upon the completion of a firm commitment underwritten public offering of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsCompany's securities; (c) concurrently with any at the time of delivery of each annual financial statements under statement pursuant to Section 5.1 (a) or (b) above), a certificate of executed by the accounting firm (in the case of paragraph (a) above) or Responsible Chief Financial Officer of the Company (stating that such officer has caused this Agreement and the Series C Preferred Stock to be reviewed and has no knowledge of any default by the Company in the case performance or observance of paragraph (b) above) certifying that no Event any of Default the provisions of this Agreement or Potential Event of Default has occurred the Series C Preferred Stock or, if such an Event of Default or Potential Event of Default officer has occurredsuch knowledge, specifying such default and the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereof; (d) within five at the time of delivery of each monthly statement pursuant to Section 5.1 (5b), a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (e) Business Days after no later than sixty (60) days prior to the same become publicly availablestart of each fiscal year, copies of all periodic consolidated capital and other reportsoperating expense budgets, proxy statements cash flow projections and other materials filed by income and loss projections for the Company with the Securities and Exchange Commissionits subsidiaries in respect of such fiscal year, or all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any governmental authority succeeding revisions to any of the foregoing; (f) promptly following receipt by the Company, each audit response letter, accountant's management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries; (g) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could materially adversely affect the functions Company or any of said Commissionits subsidiaries; (h) promptly upon sending, making, available or with any national securities exchangefiling the same, all press releases, reports and financial statements that the Company sends or distributed makes available to its shareholders, as stockholders or directors or files with the case may beSEC; and (ei) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, and its subsidiaries as the such Purchaser reasonably may reasonably request.

Financial Statements, Reports, etc. Furnish It will furnish to the PurchaserAgent and each Lender: (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and the related statements of operations, stockholders' equity income and cash flows, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLC or other independent public accountants auditors of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) auditors to the effect that such consolidated financial statements fairly present the in all material respects its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearsuch fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the in all material respects its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.08; (d) promptly after the same become publicly available, copies of all reports filed by it with the SEC (other than reports on Form 8-K which are filed solely for the purpose of filing exhibits), or any Governmental Authority succeeding to any of or all the functions of the SEC, or distributed to its shareholders, as the case may be; and (e) promptly after a Financial Officer becomes aware thereof, notice of each Default or Event of Default has occurredthat is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; . Reports and financial statements required to be delivered by the Borrower pursuant to paragraphs (a), (b) and (d) within five (5) Business Days after of this Section 5.02 shall be deemed to have been delivered on the same become publicly availabledate on which it posts such reports, or reports containing such financial statements, on its website on the Internet at xxx.xxxxx.xxx and when such reports, or reports containing such financial statements are posted on the SEC's website at xxx.xxx.xxx; PROVIDED that it shall deliver paper copies of all periodic the reports and other reportsfinancial statements referred to in paragraphs (a), proxy statements (b) and other materials filed (d) of this Section 5.02 to the Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Company with Agent or such Lender; and PROVIDED FURTHER that in every instance it shall provide paper copies of the Securities certificate required by subsection (c) to the Agent and Exchange Commission, or any governmental authority succeeding to any each of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, Lenders until such time as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably requestAgent shall provide it written notice otherwise.

Financial Statements, Reports, etc. Furnish It will furnish to the PurchaserAgent and each Lender: (a) as soon as available, but not later than 90 within 105 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and the related statements of operations, stockholders' equity income and cash flows, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLC or other independent public accountants auditors of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) auditors to the effect that such consolidated financial statements fairly present the in all material respects its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearsuch fiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the in all material respects its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.08; (d) promptly after the same become publicly available, copies of all reports filed by it with the SEC (other than reports on Form 8-K which are filed solely for the purpose of filing exhibits), or any Governmental Authority succeeding to any of or all the functions of the SEC, or distributed to its shareholders, as the case may be; and (e) promptly after a Financial Officer becomes aware thereof, notice of each Default or Event of Default has occurredthat is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; . Reports and financial statements required to be delivered by the Initial Borrower and the Subsequent Borrower, as applicable, pursuant to paragraphs (a), (b) and (d) within five (5) Business Days after of this Section 5.02 shall be deemed to have been delivered on the same become publicly availabledate on which it posts such reports, or reports containing such financial statements, on its website on the Internet at www.xxxxxx.xxx xx www.xxxxx.xxx xx appropriate when such reports, or reports containing such financial statements are posted on the SEC's website at www.xxx.xxx; xxovided that it shall deliver paper copies of all periodic the reports and other reportsfinancial statements referred to in paragraphs (a), proxy statements (b) and other materials filed (d) of this Section 5.02 to the Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Company with the Securities Agent or such Lender; and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition provided further that in every instance it shall provide paper copies of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Purchaser may reasonably request.certificate required by

Financial Statements, Reports, etc. Furnish to the PurchaserLender: (a) as soon as available, but not later than 90 available and in any event within one hundred and twenty (120) days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearthe fiscal year of the Company, the copies of (i) a consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition sheet of the Company and its Subsidiaries as at the end of such year and (ii) consolidated subsidiaries as statements of earnings, shareholders' equity and cash flows of the close of such Fiscal Year Company and the results of its operations and the operations of such subsidiaries during Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all audited by independent public accountants of recognized national standing in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles consistently applied, and accompanied by an opinion thereon of such BDO Seidman LLP or other independent certified xxxxxx accountants (which shall not be qualified in any material respect) of recognized standing reasonably acceptable to the effect Lender (the "Auditor"), which opinion shall state that such consolidated financial statements fairly present fairly, in all material respects, the financial condition position of the Company and its Subsidiaries and their results of operations and cash flows and have been prepared in conformity with Generally Accepted Accounting Principles, and that the examination of the Company on a consolidated basis Auditor in connection with such financial statements has been made in accordance with GAAP consistently applied;generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided that such opinion shall not include a "going concern" or like qualification or exception or qualification or exception as to the scope of the audit. (b) as soon as available, but not later than 45 available and in any event within sixty (60) days (30 days for a preliminary copy of such statements) after the end of each of the first three first, second and third fiscal quarters of each Fiscal Yearthe Company, the copies of (i) a consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated subsidiaries as statements of earnings of the close of Company and its Subsidiaries, for such fiscal quarter and (in the results case of its operations the second and third quarters) for the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year ending with such quarter, and a statement of cash flows for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, reviewed by the Auditor and prepared and certified by one the Chief Financial Officer of its Responsible Officers the Company as fairly presenting presenting, in all material respects, the financial condition position of the Company and its Subsidiaries and their results of operations of the Company on a consolidated basis and cash flows in accordance with GAAP Generally Accepted Accounting Principles consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently a certificate prepared and signed by the Chief Financial Officer with any each delivery of financial statements under (a) or required by clause (b) above), stating whether the Chief Financial Officer shall have obtained knowledge of any Default or Event of Default hereunder, together with a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Chief Financial Officer of the Company (demonstrating that as of the last day of the relevant fiscal year or quarter, as applicable, the Company, was in compliance with the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretofinancial condition covenants set forth in Section 7.13 hereof; (d) on or before the 15th day of each calendar month, a Borrowing Base Certificate as at such last day of such immediately preceding calendar month, prepared and certified by the Chief Financial Officer of the Company as true and correct in all material respects; (e) On or before the 15th day of each calendar month, for each Borrower, a monthly Receivables aging as at and for the last day of the immediately preceding calendar month, in form reasonably satisfactory to the Lender, prepared and certified by the Chief Financial Officer of the Company as true and correct in all material respects; (f) as soon as available and in any event within five (5) Business Days 120 days after the same become publicly availableend of each fiscal year of the Company during the Commitment Period, copies an annual financial statement of all periodic corporate Guarantors (if any), in a form reasonably satisfactory to the Lender, prepared and other reports, proxy statements certified by an Auditor as true and other materials filed by correct in all material respects for the Company then immediately preceding calendar year (unless the results of the operations of such Guarantor are consolidated with the Securities and Exchange Commission, or any governmental authority succeeding financial statements furnished to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may beLender under (a) above); and (eg) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial condition or otherwise) of the Company or any Subsidiary, or compliance with Subsidiary of the terms of this Agreement, Company as the Purchaser Lender may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent for distribution by the Administrative Agent to each Lender: (a) as soon as available, but not later than 90 within 100 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, flows showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing (or otherwise reasonably acceptable to the Required Lenders) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its unaudited consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity operations and cash flows, flows showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments (it is understood that the Company may, at its option, satisfy its obligations to deliver financial statements under subparagraphs (a) and (b) above by delivery of its Form 10-K and 10-Q, respectively, for any relevant fiscal year or quarterly period, as filed by the Company with the Securities and Exchange Commission (the "SEC"), or any Governmental Authority succeeding to any or all of the functions of said Commission so long as such Form 10-K or 10-Q contains the financial statements required under these subparagraphs (a) and (b)); (c) concurrently with any delivery of financial statements under subparagraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph i) certifying such statements (a) above) or Responsible Officer of the Company (in the case of paragraph (b) aboveii) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;; (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10, 6.11, 6.12, 6.13, 6.14; and (iv) setting forth a reasonably detailed calculation of the Total Debt to Capitalization Ratio. (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said CommissionSEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and; (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish to the Purchaser:Administrative Agent (which will promptly furnish such information to the Lenders): (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year (120 days for the year ended December 31, the 2007), (i) a consolidated balance sheet and consolidating balance sheets and related consolidated statements of operations, stockholders' cash flows and owners’ equity and cash flows, showing the financial condition position of Holdings and the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its their operations and the operations of such subsidiaries during such year, with all consolidated statements audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial position and results of operations of Holdings and the Subsidiaries on a consolidated basis in accordance with Canadian GAAP and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year (provided that no such comparison need be provided with respect to financial statements delivered for the year ended December 31, 2007), (B) such key operational information as the Company and Administrative Agent may agree to, and (C) a management discussion and analysis of the financial condition and results of operations of Holdings for such fiscal year, as compared to amounts for the Company previous fiscal year (provided that no such comparison need be provided with respect to financial statements delivered for the year ended December 31, 2007), (it being understood that the delivery by Holdings of (i) financial information for such fiscal year that would be required to be contained in a filing with the SEC on Form 10-K if Holdings were required to file such forms, (ii) whether or not required by the forms referred to in clause (i) above, a consolidated basis in accordance with GAAP consistently applied“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) the opinion of accountants referred to above, shall satisfy the requirements of this Section 5.04(a)); (b) as soon as available, but not later than 45 within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year (75 days for the fiscal quarter ending September 30, 2007 and 60 days for the fiscal quarter ending March 31, 2008) commencing with the fiscal quarter ending September 30, 2007, (i) a consolidated balance sheet and consolidating balance sheets and related consolidated statements of operations, stockholders' equity operations and cash flows, flows showing the financial condition position of the Company Holdings and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year (cash flow is for cumulative period only), all certified by a Financial Officer of Holdings, on behalf of Holdings, as fairly presenting, in all material respect, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with Canadian GAAP (subject to normal year-end adjustments and the absence of footnotes) and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the Fiscal Yearfiscal year, all certified showing variance, by one dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year, (B) such key operational information as the Company and the Administrative Agent may agree to, and (C) a management discussion and analysis of its Responsible Officers as fairly presenting the financial condition and results of operations for such fiscal quarter as compared to the comparable period in the previous fiscal year (provided that financial statements for (1) the quarter ending September 30, 2007 will consist of unaudited historical financial statements presented separately for (x) Telesat Canada and its consolidated subsidiaries as of such quarter end, on the one hand and (y) Loral Skynet Corporation and its consolidated subsidiaries of such quarter end, and need not contain a report setting forth the items in clauses (A), (B) and (C) above and (2) no comparison to the comparable fiscal quarter for the prior fiscal year shall be required for any fiscal quarter prior to the fiscal quarter ending December 31, 2008 (it being understood that the delivery by Holdings of (i) financial information for such period that would be required to be contained in a filing with the SEC on Form 10-Q if Holdings were required to file such forms, (ii) whether or not required by the forms referred to above, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) the officer’s certificate referred to above, shall satisfy the requirements of this Section 5.04(b)); (c) to the extent prepared and available generally to third parties other than direct and indirect equity holders of the Company Canadian Borrower (it being understood there is no obligation to otherwise create such financial statements), within 30 days after the end of each month commencing with the month ending September, 2007 a consolidated balance sheet and related consolidated statements of operations and cash flows showing the financial position of Holdings and its Subsidiaries as of the close of such month and the consolidated results of their operations during such month and the then-elapsed portion of the fiscal year, all certified by a Financial Officer of Holdings, on behalf of Holdings, as fairly presenting, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject (it being understood that the delivery by Holdings of the officer’s certificate referred to normal year-end audit adjustmentsabove shall satisfy the requirements of this Section 5.04(c)); (cd) (x) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Holdings on behalf of Holdings (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Applicable Amount then available and (y) any information with respect to Unrestricted Subsidiaries provided to the Administrative Agent or Lenders under the Senior Secured Credit Facilities; (de) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by the Administrative Agent, other materials filed by the Company Holdings or any of its Subsidiaries with the Securities and Exchange CommissionSEC, or any governmental authority succeeding to any of or all the functions of said Commissionafter an initial public offering, or with any national securities exchange, or distributed to its shareholdersstockholders generally, as the case may be; andapplicable; (ef) within 90 days after the beginning of each fiscal year, an annual summary operating and capital expenditure budget, in form reasonably satisfactory to the Administrative Agent prepared by Holdings for such fiscal year prepared in reasonable detail, of Holdings and the Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to the effect that such budget has been reviewed by Holdings’ board of directors; (g) [Reserved]; (h) promptly, a copy of all reports submitted to the board of directors (or any committee thereof) of any of Holdings or any Restricted Subsidiary in connection with any interim or special audit that is material made by independent accountants of the books of Holdings or any Restricted Subsidiary; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company Holdings, Intermediate Holdco or any Subsidiaryof the Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as in each case the Purchaser Administrative Agent may reasonably request; and (j) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Non-U.S. Pension Plan, Canadian Plan or Multiemployer Plan as the Administrative Agent shall reasonably request. Documents required to be delivered pursuant to Section 5.04(a), (b) or (e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) to the extent any such documents are included in materials otherwise filed with the SEC, on which the Canadian Borrower posts such documents, or provides a link thereto on the Canadian Borrower’s website on the Internet at the website address listed on Schedule 5.04; or (ii) on which such documents are posted on the Canadian Borrower’s behalf on IntraLinks/IntraAgency/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Canadian Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Canadian Borrower shall immediately notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Canadian Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.04(d) to the Administrative Agent.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent and each Bank: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such Fiscal Year fiscal year and the results of its operations and the operations of such subsidiaries Subsidiaries during such year, all audited by Coopers & Xxxxxxx or other independent public accountants accoun- tants of recognized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than within 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries Subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Xxxxx- cial Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm or Financial Officer opining on or certifying such statements (in the case of paragraph which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.05, 6.07 and 6.08; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it with the Securities and Exchange Commission, or any governmental govern- mental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersshare- holders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any SubsidiarySubsidi- ary, or compliance with the terms of this Agreementany Loan Document, as the Purchaser Administrative Agent or any Bank may reasonably request.

Financial Statements, Reports, etc. Furnish The Company shall furnish to the Purchasereach Purchaser who holds at least 200,000 Shares: (a) as soon as available, but not later than 90 within ninety (90) days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, fiscal year of the Company a consolidated balance sheet of the Company and consolidating balance sheets its subsidiaries as of the end of such fiscal year and the related consolidated statements of operationsincome, stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company; (b) within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year) a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statements of income, stockholders' equity and cash flows, showing unaudited but prepared in accordance with generally accepted accounting principles and certified by the financial condition Chief Financial Officer of the Company and its Company, such consolidated subsidiaries balance sheet to be as of the close end of such Fiscal Year month and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operationsincome, stockholders' equity and cash flows, showing flows to be for such month and for the financial condition period from the beginning of the Company and its consolidated subsidiaries as fiscal year to the end of such month, in each case with comparative statements for the prior fiscal year, provided that the Company's obligations under this Section 5.1(b) shall terminate upon the completion of a firm commitment underwritten public offering of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsCompany's securities; (c) concurrently with any at the time of delivery of each annual financial statements under (a) or (b) abovestatement pursuant to Section 5.1(a), a certificate of executed by the accounting firm (in the case of paragraph (a) above) or Responsible Chief Financial Officer of the Company (stating that such officer has caused this Agreement and the Series A Preferred Stock to be reviewed and has no knowledge of any default by the Company in the case performance or observance of paragraph (b) above) certifying that no Event any of Default the provisions of this Agreement or Potential Event of Default has occurred the Series A Preferred Stock or, if such an Event of Default or Potential Event of Default officer has occurredsuch knowledge, specifying such default and the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereof; (d) within five at the time of delivery of each monthly statement pursuant to Section 5.1(b), a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (5e) Business Days after no later than sixty (60) days prior to the same become publicly availablestart of each fiscal year, copies of all periodic consolidated capital and other reportsoperating expense budgets, proxy statements cash flow projections and other materials filed by income and loss projections for the Company with the Securities and Exchange Commissionits subsidiaries in respect of such fiscal year, or all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any governmental authority succeeding revisions to any of the foregoing; (f) promptly following receipt by the Company, each audit response letter, accountant's management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries; (g) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the functions type described in Section 2.7 that could materially adversely affect the Company or any of said Commissionits subsidiaries; (h) promptly upon sending, making available or with any national securities exchangefiling the same, all press releases, reports and financial statements that the Company sends or distributed makes available to its shareholders, as stockholders or directors or files with the case may beCommission; and (ei) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, and its subsidiaries as the such Purchaser reasonably may reasonably request.

Financial Statements, Reports, etc. Furnish The Borrower shall furnish to the PurchaserAdministrative Agent the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) as soon as available, but not later than Within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the fiscal year its consolidated balance sheet and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all flow audited by independent public accountants of recognized national standing and standing, accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or in any material respectmanner calling into question the status of its business as a going concern) to the effect that such consolidated financial statements fairly present the its financial condition and results of operations and that of the Company on its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP consistently appliedGAAP; (b) as soon as available, but not later than 45 Within 50 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, its Form 10-Q as prescribed by the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsSEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under (a) or and (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of Default has occurred and is continuing or, if such an Event of Default or Potential Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.03; (d) within five (5) Business Days Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the Securities and Exchange Commission, SEC or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by the Borrower to the Administrative Agent providing notice of such availability); provided that the Borrower shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures set forth in Section 8.03.

Financial Statements, Reports, etc. Furnish In the case of the Company, furnish to the PurchaserAdministrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent to each Lender: (a) as soon as available, but not later than within 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, its consolidated balance sheet and the related consolidated and consolidating balance sheets and statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the in all material respects its financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently appliedor SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (e) below of an annual report on Form 10-K containing the foregoing); (b) as soon as available, but not later than 45 within 60 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the its consolidated balance sheet and consolidating balance sheets and related consolidated statements of operations, stockholders' equity income and cash flows, flows showing the its consolidated financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year, all certified by one of its Responsible Financial Officers as fairly presenting the in all material respects its financial condition and results of operations of the Company and cash flows on a consolidated basis in accordance with GAAP consistently appliedor SAP, as applicable, subject to normal year-end audit adjustmentsadjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (e) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm a Financial Officer (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) aboveA) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (B) setting forth (1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value and Adjusted Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within five 90 days after the end of each fiscal year and, in the case of clause (5ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) Business Days the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly in all material respects the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all periodic reports on forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by the Company it with the Securities and Exchange CommissionSEC, or any governmental authority Governmental Authority succeeding to any of or all the functions of said Commissionthe SEC, or with any national securities exchangeor, or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the operationsAdministrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, business affairs calculations of the financial tests referred to in Sections 5.13 and financial condition 5.14. Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered to the Lenders on the date on which the Company provides written notice to the Administrative Agent that such information has been posted on the Company’s website on the Internet at xxxx://xxx.xxxxxxxxxxx.xxx or is available on the website of the SEC at xxxx://xxx.xxx.xxx (to the extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such information to any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Company hereby acknowledges that the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the LC Issuer(s) materials and/or information provided by or on behalf of the Company or any Subsidiaryhereunder (collectively, “Company Materials”) by posting the Company Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or compliance with another similar electronic system (the terms of this Agreement, as the Purchaser may reasonably request“Platform”).

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the PurchaserAdministrative Agent: (a) as soon as available, but not later than 90 available and in any event within 110 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and the related statements of operations, stockholders' equity income and cash flows, showing the financial condition flows of the Company Borrower and its consolidated subsidiaries Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of the close of such Fiscal Year and fiscal year (which requirement shall be deemed satisfied by the results delivery of its operations and the operations of such subsidiaries during Borrower’s Annual Report on Form 10-K (or any successor form) for such year), all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Company Companies on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than 45 within 65 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year, the consolidated and consolidating balance sheets and related statements of operations, stockholders' equity income and cash flows, showing the financial condition flows of the Company and its consolidated subsidiaries Companies as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Yearfiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10-Q (or any successor form) for such quarter), all each certified by one of its Responsible Officers a Financial Officer as fairly presenting in all material respects the financial condition and results of operations of the Company Companies on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.02, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible a Financial Officer of the Company Borrower (in the case of paragraph (b) abovei) certifying that no Event of Default or Potential Event of as to whether a Default has occurred orthat is continuing and, if such an Event of Default or Potential Event of a Default has occurredoccurred that is continuing, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with Section 6.07 as of the last day of the most recent fiscal quarter covered by such financial statements; (d) within five (5) Business Days promptly after the same become publicly available, copies of all periodic financial statements, reports and other reports, proxy statements mailed to the Borrower’s public shareholders generally, and copies of all registration statements (other materials than those on Form S-8) and Form 8-K’s (to the extent that such Form 8-K’s disclose actual or potential adverse developments with respect to the Borrower or any of its Subsidiaries that constitute, or would reasonably be expected to constitute, a Material Adverse Effect) filed by the Company with the Securities and Exchange Commission, SEC or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange; (e) promptly after (i) the occurrence thereof, notice of any ERISA Termination Event or “prohibited transaction,” as such term is defined in Section 4975 of the Code, with respect to any Plan that results, or distributed would reasonably be expected to its shareholdersresult, as in a Material Adverse Effect, which notice shall specify (in reasonable detail) the case may benature thereof and the Borrower’s proposed response thereto, and (ii) actual knowledge thereof, copies of any notice of PBGC’s intention to terminate or to have a trustee appointed to administer any Plan; and (ef) promptly, promptly following any request therefor from time to time, such other information regarding the its operations, business affairs and financial condition of the Company or any Subsidiarycondition, or compliance with the terms of this Agreement, as the Purchaser Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.02(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) on which the Borrower posts such documents, or provides a link thereto at xxx.xxxxxxxx.xxx; (iii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier, electronic mail or such other manner permitted pursuant to Section 9.01) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower represents and warrants that either (i) it and any Subsidiary has no registered or publicly traded securities outstanding, or (ii) it files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities. Accordingly, the Borrower hereby (x) authorizes the Administrative Agent to make available to Public-Xxxxxx the financial statements to be provided under Section 5.02(a) and (b) above and, unless the Borrower promptly notifies the Administrative Agent otherwise (provided that such documents have been provided to the Borrower and its counsel for review a reasonable period of time prior thereto), the Loan Documents, 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 with respect to any of the Borrower, its Subsidiaries or their respective securities within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall the Administrative Agent post compliance certificates or budgets to Public-Xxxxxx.