Common use of Financial Statements Clause in Contracts

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (ii) as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the 105th day following the end of each fiscal year of the Borrower ending on or after February 3, 2013, (60i) days a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of earnings, stockholders’ equity and comprehensive income and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without qualification arising out of the scope of the audit by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (which report may contain a “going concern” or like qualification or exception if such qualification or exception is related (whether or not such relation is expressly stated in such report) to the maturity of Senior Subordinated Notes occurring after the date of such report), and (ii) a narrative report and management’s discussion and analysis, in a form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of the Borrower for such fiscal year, as compared to amounts for the previous fiscal year (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 subsection 6.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification (except as expressly permitted above), or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than the 60th day following the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, (i) the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of earnings and comprehensive income and cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, each certified by a Responsible Officer of the Borrower as being fairly stated in the all material respects (subject to normal year-end audit and other adjustments) and (ii) a narrative report and management’s discussion and analysis, in form substantially similar to past practice or otherwise reasonably acceptable satisfactory to the Administrative Agent Agent, of the financial condition and results of operations for such fiscal quarter and the Letter then elapsed portion of Credit Agentthe fiscal year, certified as compared to the comparable periods in the previous fiscal year (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 obligations under this subsection 6.1(b) with respect to such quarter); (c) to the extent applicable, concurrently with any delivery of consolidated financial statements under subsection 6.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by the chief financial officer Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the GuarantorBorrower and its Restricted Subsidiaries; and (iiid) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause delivered pursuant to subsection 6.1(a) or (ib) above to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b), shall be) certified by a Responsible Officer of the Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, howeverand except, that in the Guarantor shall not be required to deliver the case of any financial statements described under clauses (i) and (ii) above if such statements are available within delivered pursuant to subsection 6.1(b), for the time period required by applicable Requirements absence of Law on XXXXX or from other public sourcescertain notes).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to and each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (i) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated Consolidated balance sheet of the Guarantor Borrower and its consolidated Consolidated Subsidiaries as at the end of such year and the related audited consolidated Consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants reasonably acceptable of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Letter Lenders of Credit Agent;the Borrower’s annual report to the SEC on Form 10-K with respect to any fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i); and (ii) as soon as available, but in any event not later than sixty forty-five (6045) (or, if earlier, on the date of any required public filing thereof) days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated Consolidated balance sheet of the Guarantor Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery by the form reasonably acceptable Borrower to the Administrative Agent and the Letter Lenders of Credit Agent, certified the Borrower’s quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all Borrower with this Section 8.1(a)(ii). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be required to deliver the financial statements described under clauses (i) periods reflected therein and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourceswith prior periods.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Agent: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Restricted Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for such fiscal year, reported on, and accompanied by an opinion (which shall not be qualified based upon the scope of the audit) by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing to the effect that such financial statements fairly present the financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year (other than in the case of the 1996 fiscal year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;); and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its Restricted Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and retained earnings and of cash flows of the Borrower and its Restricted Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous year, each fiscal year (other than in the form reasonably acceptable to case of any such quarter during the Administrative Agent 1996 fiscal year) and the Letter of Credit Agentfigures for the Borrower's budget for the period covered thereby, certified by a Responsible Officer as fairly presenting the chief financial officer condition and results of operations and cash flows of the Guarantor; and Borrower and its Restricted Subsidiaries in accordance with GAAP for the date and periods ending on such date (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably requestnormal year-end audit adjustments); all such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officerResponsible Officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor Company shall furnish deliver to the Administrative Agent (who shall furnish a copy to and each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting upon filing thereof with the SEC (including as part of the Guarantor, a Form 10-K) but in any event within one hundred and twenty (120) not later than 90 days after the end of each fiscal year of the GuarantorFiscal Year, a copy copies of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries Company as at the end of such year and the related audited consolidated statements of income operations, shareholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, certified and accompanied by the opinion of PricewaterhouseCoopers LLP or another nationally-recognized independent public accountants reasonably acceptable accounting firm (“Independent Auditor”), which opinion shall state that such audited consolidated financial statements present fairly in all material respects the financial position and result of operations of the Company and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years, except as stated therein. Such opinion shall be without a “going concern” or like qualification and shall not be qualified as to the Administrative Agent and the Letter of Credit Agentscope; (iib) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-Q) but in any event not later than sixty (60) 50 days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year, copies of the Guarantor, the condensed unaudited consolidated balance sheet of the Guarantor Company and its Subsidiaries as at of the end of such quarter and the related condensed unaudited consolidated statement statements of income operations, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such quarter and for the then elapsed portion of the fiscal year through the end of such quarterFiscal Year, setting forth in each case in comparative form the figures for the previous yearcorresponding period or periods of (or, each in the form reasonably acceptable to case of the Administrative Agent balance sheet, as of the end of) the previous Fiscal Year, and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information a Responsible Officer as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct fairly presenting in all material respects and prepared in reasonable detail respects, in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments), the financial position, the results of operations and cash flows of the Company and the Subsidiaries; (c) as soon as available but not later than 90 days (or, in the case of the Annual Statement prepared on a combined basis, 100 days) after the close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary on a stand-alone basis and on a combined basis for all Insurance Subsidiaries, the stand-alone Annual Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied consistently throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and with prior periods certified by independent certified public accountants of recognized national standing (except such audited Annual Statement to be delivered as approved by soon as available but not later than June 15 of each Fiscal Year of such accountants or officerInsurance Subsidiary); (d) as soon as available but not later than 75 days (or, as in the case may beof the Quarterly Statement prepared on a combined basis, 90 days) after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary on a stand-alone basis and disclosed on a combined basis for all Insurance Subsidiaries, the stand-alone Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied through the period reflected therein); provided, however, that ; (e) promptly following the Guarantor shall not be required delivery to deliver or receipt by the financial statements described under clauses Company or any of its Subsidiaries of (i) any regular or periodic final Triennial Examination Reports, and (ii) above if such statements are available within in each case to the time period required extent the content thereof could reasonably be expected to result in a Material Adverse Effect, any risk adjusted capital reports or results of any market conduct examination or examination by applicable Requirements any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any Requirement of Law on XXXXX by, any Insurance Subsidiary, or any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other public sourcesfinancial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that could reasonably be expected to result in a Material Adverse Effect; and (f) within 100 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary that is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Banks: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries and a copy of the separate unaudited balance sheet (or, if audited financial statements are otherwise prepared or required to be prepared for such Unrestricted Subsidiary, audited balance sheet) of each Unrestricted Subsidiary, in each case as at the end of such year and the related audited (or, in the case of any Unrestricted Subsidiary for which audited statements are not required by this Section 5.1(a), unaudited) consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the Guarantor’s independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorGuarantor (other than the last fiscal quarter of each fiscal year), a copy of the unaudited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries, and a copy of the separate unaudited consolidated balance sheet of each Unrestricted Subsidiary, in each case as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as having been prepared in accordance with GAAP (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably request; all normal year-end audit adjustments). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed thereintherein and, in the case of quarterly financial statements, except for the omission of footnotes in the quarterly financial statementsand subject to normal year-end audit adjustments); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall which will promptly furnish a copy such information to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting not later than the earlier of the Guarantor, but in any event within one hundred and twenty (120x) 90 days after the end of each fiscal year of the GuarantorGuarantor and (y) the date on which the same is required to be filed with the SEC, (i) a copy of the audited consolidated balance sheet sheets of the Guarantor and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent year and the Letter of Credit Agent; (ii) a copy of the audited consolidated balance sheets of the Borrower and its Subsidiaries as soon as availableat the end of such year and the related audited consolidated statements of income and cash flows for such fiscal year, but in any event each case reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLP or other independent certified public accountants of nationally recognized standing; and (i) not later than sixty the earlier of (60x) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorGuarantor and (y) the date on which the same is required to be filed with the SEC, the unaudited consolidated balance sheet sheets of the Guarantor and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer of the Guarantor; and (iii) such additional financial and other information Guarantor as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) not later than 45 days after the end of each quarterly period of each fiscal year of the Borrower, the Part II FOCUS Report of the Borrower for such quarter. All such financial statements (other than Part II FOCUS Reports) shall fairly present in all material respects the financial condition and results of operations of each Loan Party to which such financial statements relate and such Loan Party’s respective consolidated Subsidiaries and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided) consistently throughout the periods reflected therein and with prior periods, however, that where applicable. All such Part II FOCUS Reports shall fairly present in all material respects the Guarantor financial condition and results of operations of the Borrower and shall not be prepared in reasonable detail. Documents required to deliver be delivered pursuant to this Section 5.1 (to the financial statements described under clauses extent any such documents are included in materials otherwise filed with the SEC) may be delivered by posting such documents electronically with notice to the Administrative Agent and each Lender thereof and if so posted, shall be deemed to have been delivered on the date (i) and on which such Loan Party posts such documents, or provides a link thereto on the Internet at the Guarantor’s website address at xxx.xxx.xxx; or (ii) above on which such documents are posted on such Loan Party’s behalf on IntraLinks/IntraAgency or another relevant website, if such statements are available within any, to which each Lender and the time period required Administrative Agent have access (whether a commercial, third-party website or whether sponsored by applicable Requirements of Law on XXXXX or from other public sourcesthe Administrative Agent).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the fifth Business Day after the 90th day following the end of each fiscal year of the Parent Borrower ending on or after the Closing Date, (60i) days a copy of the consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year and (ii) a copy of the consolidating balance sheet of the Parent Borrower and its consolidating Subsidiaries as at the end of such year and the related consolidating statements of operations and cash flows for such year that would be required (assuming the Parent Borrower were so subject) to be filed by the Parent Borrower with the Securities and Exchange Commission pursuant to Rule 3-10(f) of Regulation S-X of the Securities Act of 1933 (as in effect on the date hereof), in each case, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of Holdings’ or the Parent Borrower’s annual report on Form 10-K for such year, as filed with the United States Securities and Exchange Commission, will satisfy the Parent Borrower’s obligation under this Subsection 7.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent Borrower, (i) the unaudited consolidated balance sheet of the Guarantor Parent Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarterquarter and (ii) the consolidating balance sheet of the Parent Borrower and its consolidating Subsidiaries as at the end of such quarter and the related consolidating statements of operations and cash flows for such quarter and the portion of the fiscal year through the end of such quarter that would be required (assuming the Parent Borrower were so subject) to be filed by the Parent Borrower with the Securities and Exchange Commission pursuant to Rule 3-10(f) of Regulation S-X of the Securities Act of 1933 (as in effect on the date hereof), in each case, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer of the GuarantorParent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of Holdings’ or the Parent Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the United States Securities and Exchange Commission, will satisfy the Parent Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter); provided that solely with respect to periods on or prior to December 24, 2010, financial statements of the combined Business shall be delivered in lieu of consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries for such periods; and (iiic) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause delivered pursuant to Subsection 7.1(a) or (ib) above to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, howeverand except, that in the Guarantor shall not be required to deliver the case of any financial statements described under clauses (i) and (ii) above if such statements are available within delivered pursuant to Subsection 7.1(b), for the time period required by applicable Requirements absence of Law on XXXXX or from other public sourcescertain notes).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred prior to the earlier of (x) five (5) days after the date they are required by the SEC and twenty (120y) ninety (90) days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated and consolidating balance sheet of the Guarantor and its consolidated Subsidiaries Group Members as at the end of such fiscal year and the related audited consolidated and consolidating statements of income and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by BDO USA, LLP or other independent certified public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent; and (b) as soon as available, but in any event prior to the earlier of (x) five (5) days after the date they are required by the SEC and (y) forty-five (45) days after the end of each fiscal quarterly period of each fiscal year of the Borrower (commencing with the quarterly period ended September 30, 2022, provided that a Compliance Certificate shall not be required to be delivered for such period), (i) the unaudited consolidated and consolidating balance sheet of the Group Members as at the end of such fiscal quarter and the related unaudited consolidated and consolidating statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and absence of footnotes) and (ii)(1) a reasonably acceptable to the Administrative Agent detailed calculation of gross and the Letter of Credit Agent; net dollar retention, and (ii2) as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous yeara reasonably detailed logo churn/ calculations, each in the a form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified or to the extent previously approved by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the TrusteeAdministrative Agent, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all consistent with past practice. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of year-end audit footnotes) and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided) consistently throughout the periods reflected therein and with prior periods. Additionally, however, that the Guarantor shall not be documents required to deliver be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the financial statements described under clauses extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) and on the Borrower’s website on the Internet at the website address listed in Section 10.2; or (ii) above when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) the Borrower shall deliver paper copies of such statements are available within documents to the time period required Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by applicable Requirements the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of Law on XXXXX the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or from other public sourcesto maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy and each Lender, in form and detail reasonably satisfactory to each Liquidity Bank), the Trustee Administrative Agent and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Required Lenders: (ia) promptly after each annual meeting of with respect to the GuarantorBorrower, as soon as available, but in any event within one hundred and twenty five (120105) days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified by independent public accountants accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and to the effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or in a letter) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries at the dates thereof and the Letter results of Credit Agent;its consolidated operations for the periods covered thereby; and (iib) with respect to the Borrower, as soon as available, but in any event not later than sixty within fifty (6050) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the GuarantorBorrower, the unaudited a consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statement statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agentreasonable detail, certified by the chief financial officer a Responsible Officer of the Guarantor; and (iii) such additional financial and other information Borrower as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and prepared in reasonable detail cash flows of the Borrower and its Subsidiaries in accordance with GAAP applied consistently throughout GAAP, subject only to normal year-end audit adjustments and the periods reflected therein and with prior periods (except as approved by such accountants or officerabsence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), as the case may be, and disclosed therein); provided, however, that the Guarantor Borrower shall not be separately required to deliver furnish such information under clause (a) or (b) above, but the financial statements foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described under in clauses (ia) and (iib) above if such statements are available within at the time period required by applicable Requirements of Law on XXXXX or from other public sourcestimes specified therein.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to and each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty before the earlier of (120i) 90 days after the end of each fiscal year of the GuarantorBorrower and (ii) the date on which the Borrower is required to file with the SEC such financial statements, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Xxxxx Xxxxxxxx, LLP or other independent registered public accountants reasonably acceptable to the Administrative Agent and the Letter accounting firm of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty the earlier of (60i) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower and (ii) the date on which the Borrower is required to file with the SEC such financial statements, the unaudited consolidated balance sheet of the Guarantor as Borrower and its consolidated Subsidiaries at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiic) as soon as available but in any event by the 30th day of each fiscal quarter, a copy of the Bank’s Thrift Financial Report (or any successor report required by an applicable regulator) for such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all quarter. All such financial statements furnished under clause (i) above to be complete and correct shall fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be periods reflected therein and with prior periods. Documents required to deliver be delivered pursuant to this Section 5.1 (to the financial statements described under clauses extent any such documents are included in materials otherwise filed with the SEC) may be delivered by posting such documents electronically with notice to the Administrative Agent and each Lender thereof and if so posted, shall be deemed to have been delivered on the date (i) and on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address at xxx.xxxx.xxx; or (ii) above on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if such statements are available within any, to which each Lender and the time period required Administrative Agent have access (whether a commercial, third-party website or whether sponsored by applicable Requirements of Law on XXXXX or from other public sourcesthe Administrative Agent).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who which shall furnish promptly make a copy thereof available to each Liquidity Bank)Lender, the Trustee and the Letter of Credit Agent (who shall furnish including by posting on a copy to each Letter of Credit Banksecure website): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PriceWaterhouseCoopers LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as being fairly stated in all material respects (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably request; all normal year-end audit adjustments). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided) consistently throughout the periods reflected therein and with prior periods. Notwithstanding anything to the contrary contained in this Section 5.1, however, that the Guarantor Borrower shall not be required to deliver the any financial statements described under clauses to the Administrative Agent with respect to any period for which it has timely filed its Form 10-K or Form 10-Q, as the case may be, with the SEC (iprovided that such Form 10-K or Form 10-Q, as the case may be, is publicly available on the SEC's website (or a similar website) and (ii) above if such statements are available within the time period periods required by applicable Requirements of Law on XXXXX or from other public sourcesthis Section).

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy Agent, for further distribution to each Liquidity Bank), the Trustee and holders of the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Notes: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) days (or earlier as may be required by the SEC for the filing of the Company’s financial statements) after the end of each fiscal year of the GuarantorCompany, a copy of the audited consolidated balance sheet of the Guarantor Company and its consolidated Subsidiaries at as of the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with Applicable Accounting Principles, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified by independent public accountants reasonably acceptable accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Administrative Agent and the Letter scope of Credit Agentsuch audit; (iib) as soon as available, but in any event not later than within sixty (60) days (or earlier as may be required by the SEC for the filing of the Company’s financial statements) after the end of each of the first three fiscal quarters of each fiscal year of the GuarantorCompany, the unaudited a consolidated balance sheet of the Guarantor Company and its Subsidiaries as at of the end of such quarter fiscal quarter, and the related unaudited consolidated statement statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in the form reasonably acceptable reasonable detail, such consolidated statements to the Administrative Agent and the Letter of Credit Agent, be certified by the chief financial officer a Senior Financial Officer of the Guarantor; and (iii) such additional Company as fairly presenting the financial condition, results of operations, shareholders’ equity and other information as cash flows of the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete Company and correct in all material respects and prepared in reasonable detail its Subsidiaries in accordance with GAAP applied consistently throughout Applicable Accounting Principles, subject only to normal year-end audit adjustments and the periods reflected therein and with prior periods absence of footnotes; (except c) as approved by such accountants or officersoon as available, but in any event within fifteen (15) days after the end of each fiscal year of the Company, an Officer’s Certificate certifying, as to the case may be, and disclosed therein); provided, howeverlist of names of all Immaterial Subsidiaries for the preceding fiscal quarter, that each Subsidiary of the Guarantor shall Company set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries of the Company in the aggregate do not be required to deliver exceed the financial statements described under clauses (i) and (ii) above if such statements are available within limitations set forth in the time period required by applicable Requirements of Law on XXXXX or from other public sourcesdefinition “Immaterial Subsidiary.”

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to with sufficient copies for each Liquidity Bank), Lender) or otherwise make available as described in the Trustee and the Letter last sentence of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):subsection 7.2: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, stockholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by certified by independent public accountants reasonably acceptable of nationally recognized standing not unacceptable to the Administrative Agent and the Letter of Credit Agent;; and (iib) as soon as available, but in any event not later than sixty (60) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor as Borrower and its consolidated Subsidiaries at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of the Borrower and its consolidated Subsidiaries for such quarter applicable period and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form form, the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information a Responsible Officer as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); all financial statements shall be prepared in reasonable detail in accordance with GAAP (provided, that interim statements may be condensed and may exclude footnote disclosure and are subject to year-end adjustment) applied consistently throughout the periods reflected therein and with prior periods (except as approved concurred in by such accountants or officer, as the case may be, and disclosed therein); provided, however, therein and except that the Guarantor shall interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in ASC 360, “Property, Plant and Equipment”) during the current year need not be shown in interim financial statements as such either for the current period or comparable prior period). In the event the Borrower changes its accounting methods because of changes in GAAP, or any change in GAAP occurs which increases or diminishes the protection and coverage afforded to the Lenders under current GAAP accounting methods, the Borrower or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Borrower, the Administrative Agent and the Lenders agree to consider such request in good faith. Documents required to deliver be delivered pursuant to this subsection 7.1 and subsection 7.2 below (to the financial statements described under clauses 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) and on which Parent or the Borrower posts such documents, or provides a link thereto, on Parent’s or the Borrower’s website on the Internet at xxx.xxxxxxx.xxx or (ii) above on which such documents are posted on Parent’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial or public third-party website or whether sponsored by the Administrative Agent (including the website of the SEC at xxxx://xxx.xxx.xxx)); provided that (x) in each case, other than with respect to regular periodic reporting, the Borrower shall notify the Administrative Agent of the posting of any such statements are available within documents and (y) in the time period case of documents required by applicable Requirements to be delivered pursuant to subsection 7.2, at the request of Law on XXXXX or from other public sourcesthe Administrative Agent, the Borrower shall furnish to the Administrative Agent a hard copy of such document. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to and each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days (or such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-K) after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income or operations, stockholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty on the date forty-five (6045) days (or such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-Q) after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income or operations, stockholders’ equity (to the extent required on Form 10-Q) and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the form reasonably acceptable financial condition, results of operation, stockholders’ equity and cash flows of the Borrower in accordance with GAAP (subject to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all footnotes). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be . Documents required to deliver be delivered pursuant to Section 7.1(a) or (b) or Section 7.2(e) (to the financial statements described under clauses 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) and on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 5.9; or (ii) above on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, (x) to the extent the Administrative Agent or any Lender so requests, the Borrower shall deliver paper copies of such statements are available within documents to the time period required Administrative Agent or such Lender until a written request to cease delivering paper copies is given by applicable Requirements the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of Law on XXXXX the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or from other public sourcesto maintain copies of the documents referred to herein, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of the Guarantor(x) as soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorParent Borrower (or, a copy if later, the date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated annual reports and information of the audited consolidated balance sheet Parent Borrower and its Subsidiaries, documents and other reports as specified in Section 13 and 15(d) of the Guarantor Exchange Act and its consolidated applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, reported on without a “going concern” or like qualification or exception (other than with respect to, or resulting solely from an upcoming maturity date under any Facility occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by Xxxxx & Young LLP or other independent certified public accountants of recognized national standing and (y) if there are any Unrestricted Subsidiaries at as of the end last day of such year and related audited consolidated statements of income and retained earnings and of cash flows for such any fiscal year, setting forth simultaneously with the delivery of each set of consolidated financial statements referred to in each case in comparative form clause (x), the figures for related consolidating financial statements reflecting the previous year, certified by independent public accountants reasonably acceptable adjustments necessary to eliminate the Administrative Agent and the Letter accounts of Credit Agent;Unrestricted Subsidiaries from such consolidated financial statements; and (iib) (x) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent Borrower (or, if later, the unaudited date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated balance sheet quarterly reports and information of the Guarantor Parent Borrower and its Subsidiaries, documents and other reports as at specified in Section 13 and 15(d) of the end Exchange Act and applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of such quarter Section 13 or 15(d) of the Exchange Act and (y) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in clause (x), the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all statements. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, ) consistently throughout the periods reflected therein and disclosed therein); provided, however, that the Guarantor shall not be with prior periods. Information required to deliver the financial statements described under clauses (i) and (ii) above be delivered pursuant to this Section 6.1 shall be deemed to have been delivered if such statements are information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or such reports shall be available within on the time period website of the SEC at xxxx://xxx.xxx.xxx or on the Parent Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by applicable Requirements of Law on XXXXX or from other public sourceselectronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements. The Guarantor shall Subject to the last sentence of this Section 5.1, furnish to the Administrative Agent (who shall furnish with a copy for each Lender, and the Administrative Agent shall deliver to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 120 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income operations and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as being fairly stated in all material respects (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably request; all normal year-end audit adjustments). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor periods reflected therein and with prior periods. The Borrower shall not be required deemed to deliver have delivered the financial statements described under clauses required to be delivered to the Administrative Agent and the Lenders pursuant to this Section 5.1 upon the filing of such financial statements by the Borrower through the SEC’s XXXXX system (ior any successor electronic gathering system that is publicly available free of charge) and (ii) above if or the publication by the Borrower of such financial statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesits website.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to Agent, on behalf of each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income income, stockholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG, LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income income, stockholders’ equity and cash flows for such quarter and and/or the portion of the fiscal year through the end of such quarter, as required by applicable SEC rules, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous yearfiscal year (or, each in the form reasonably acceptable to case of the Administrative Agent and balance sheet, as of the Letter end of Credit Agentthe previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the chief financial officer absence of the Guarantorfootnotes); and (iiic) such additional if any Unrestricted Subsidiary exists, concurrently with each delivery of financial and other information statements under clause (a) or (b) above, financial statements (in substantially the same form as the Trusteefinancial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower, the Administrative Agent or the Letter together with an explanation of Credit Agent may from time to time reasonably request; all reconciliation adjustments in reasonable detail. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be periods reflected therein and with prior periods. Documents required to deliver be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the financial statements described under clauses date on which (i) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) or (ii) above if such statements documents are available within filed of record with the time period required SEC; provided that, upon written request by applicable Requirements the Administrative Agent, the Borrower shall deliver paper copies of Law on XXXXX 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from other public sourcesthe Administrative Agent and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy and each Lender, in form and detail reasonably satisfactory to each Liquidity Bank), the Trustee Administrative Agent and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Required Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year Fiscal Year of the GuarantorBorrower, a copy of the audited consolidated Consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year Fiscal Year, the related Consolidated statements of income or operations for such Fiscal Year and the related audited consolidated statements of income shareholders’ equity and retained earnings and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified by independent public accountants accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement; it being acknowledged by the parties hereto that the posting of the Borrower’s Annual Report on Form 10-K on the Borrower’s website (xxx.xxxxxxxxxxxxxx.xxx) on or before the date specified above shall satisfy the requirements of this Section 6.01(a), so long as such reports are freely and readily available at no cost to the Administrative Agent and or the Letter of Credit AgentLenders; (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of the GuarantorBorrower, the unaudited consolidated a Consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and Fiscal Quarter, the related unaudited consolidated statement Consolidated statements of income or operations for such quarter Fiscal Quarter and for the portion of the fiscal year through Fiscal Year then ended and the end related consolidated statements of shareholders’ equity and cash flows for such quarterFiscal Quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous year, each in the form reasonably acceptable to the Administrative Agent Fiscal Year and the Letter corresponding portion of Credit Agentthe previous Fiscal Year, all in reasonable detail and certified by the chief financial officer a Responsible Officer of the GuarantorBorrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and it being acknowledged by the parties hereto that the posting of a copy of the Borrower’s Quarterly Report on Form 10-Q on the Borrower’s website (iiixxx.xxxxxxxxxxxxxx.xxx) on or before the date specified above shall satisfy the requirements of this Section 6.01(b), so long as such additional financial reports are freely and other information as the Trustee, readily available at no cost to the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesLenders.

Financial Statements. The Guarantor shall furnish Make available to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified by independent public accountants accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders (with the understanding that any of the so-called “Big Four” accounting firms shall be deemed to be acceptable to the Required Lenders), which report shall state that such consolidated financial statements fairly present in all material respects the financial position of the Borrower and its Subsidiaries as at the date indicated and the Letter results of Credit Agenttheir operations and cash flow for the periods indicated in conformity with GAAP (except as otherwise stated therein) and shall not be subject to any “going concern” or like qualification or exception (other than such a qualification or exception that is (x) solely with respect to, or resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered or (y) with respect to, or resulting from, any potential inability to satisfy the covenants set forth in Section 7.11 hereof on a future date or in a future period) or qualified with respect to scope limitations imposed by the Borrower or with respect to accounting principles followed by the Borrower not being in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with GAAP; (iib) as soon as available, but in any event not later than sixty (60) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the GuarantorBorrower, the unaudited a consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statement statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agentreasonable detail, certified by the Borrower’s chief financial officer officer, treasurer, senior vice president, corporate finance, or controller as fairly presenting in all material respects the consolidated financial condition of the GuarantorBorrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations for the period indicated in accordance with GAAP, subject only to normal year-end audit adjustments and audit changes; (c) [reserved]; and (iiid) in the event that any Unrestricted Subsidiaries exist at such additional time, then simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and other (b) above, a summary statement, prepared in good faith by a Responsible Officer of KBR, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information as the Trusteecontained in materials furnished pursuant to Section 6.02(c), the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor Borrower shall not be separately required to deliver furnish such information under Section 6.01(a) or (b) above, but the financial statements foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described under clauses (iin Sections 6.01(a) and (iib) above if such statements are available within at the time period required by applicable Requirements of Law on XXXXX or from other public sourcestimes specified therein.

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy Furnish to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 120 days after the end of each fiscal year of the GuarantorParent, a copy of the audited consolidated balance sheet of the Guarantor Parent and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, shareholders' equity and retained earnings and of cash flows for such year (as included or incorporated by reference in the Parent's Annual Report on Form 10-K or successor form filed with the SEC for each such fiscal year), setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Price Waterhouse LLP or other independent certified by independent public accountants reasonably acceptable of nationally recognized standing not unacceptable to the Administrative Agent and the Letter of Credit Agent;Majority Banks; and (iib) as soon as available, but in any event not later than sixty (60) 75 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent, the unaudited consolidated balance sheet of the Guarantor Parent and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations for such quarter and the related unaudited consolidated statements of operations and cash flows for the portion of the fiscal year through the end of such quarterquarter (as included in the Parent's Quarterly Report on Form 10-Q or successor form filed with the SEC for each such period), setting forth in each case in comparative form the figures for the corresponding period of the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information a Responsible Officer as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Parent and its Subsidiaries. All such financial statements shall be prepared in reasonable detail in accordance conformity with GAAP (subject, in the case of interim statements, to normal year-end adjustments and to the fact that such financial statements may be abbreviated and may omit footnotes or contain incomplete footnotes) applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of the Guarantor(x) as soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorParent Borrower (or, a copy if later, the date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated annual reports and information of the audited consolidated balance sheet Parent Borrower and its Subsidiaries, documents and other reports as specified in Section 13 and 15(d) of the Guarantor Exchange Act and its consolidated applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, reported on without a “going concern” or like qualification or exception (other than with respect to, or resulting solely from an upcoming maturity date under any Facility occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of recognized national standing and (y) if there are any Unrestricted Subsidiaries at as of the end last day of such year and related audited consolidated statements of income and retained earnings and of cash flows for such any fiscal year, setting forth simultaneously with the delivery of each set of consolidated financial statements referred to in each case in comparative form clause (x), the figures for related consolidating financial statements reflecting the previous year, certified by independent public accountants reasonably acceptable adjustments necessary to eliminate the Administrative Agent and the Letter accounts of Credit Agent;Unrestricted Subsidiaries from such consolidated financial statements; and (iib) (x) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent Borrower (or, if later, the unaudited date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated balance sheet quarterly reports and information of the Guarantor Parent Borrower and its Subsidiaries, documents and other reports as at specified in Section 13 and 15(d) of the end Exchange Act and applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of such quarter Section 13 or 15(d) of the Exchange Act and (y) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in clause (x), the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all statements. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, ) consistently throughout the periods reflected therein and disclosed therein); provided, however, that the Guarantor shall not be with prior periods. Information required to deliver the financial statements described under clauses (i) and (ii) above be delivered pursuant to this Section 6.1 shall be deemed to have been delivered if such statements are information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or such reports shall be available within on the time period website of the SEC at xxxx://xxx.xxx.xxx or on the Parent Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by applicable Requirements of Law on XXXXX or from other public sourceselectronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy then distribute such items to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of as soon as available (but only if Holdings is no longer required to make such filing with the GuarantorSEC), but in any event within one hundred and twenty the earlier of (120i) 90 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the GuarantorSEC is due, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLC or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than sixty within the earlier of (60i) 45 days after the end of each of the first three quarters quarterly period of each fiscal year of Holdings (including the Guarantorlast quarterly period of such fiscal year), and (ii) five days after such related filing with the SEC is due, the unaudited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by a Responsible Officer as being fairly stated in the form reasonably acceptable all material respects (subject to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agentfootnotes). (c) During any Availability Trigger Period, as soon as available, but in any event within 30 days after the end of each of fiscal month (excluding the last fiscal month of each quarterly period in each fiscal year), the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such fiscal month and the related unaudited consolidated statements of income and of cash flows for such fiscal month and the portion of the fiscal year through the end of such fiscal month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the chief financial officer absence of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all footnotes). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraph (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officer, as the case may be, and disclosed therein); provided. In regard to subsections (a), however, that the Guarantor shall not be required to deliver the financial statements described under clauses (ib) and (iic) above of this Section 6.01, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or (b) above, as the case may be, and satisfy the time requirements thereof if such statements are available filed within the time period required by applicable Requirements thereby); however, electronic copies of Law on XXXXX or from other public sourcessuch reports must still be delivered to the Administrative Agent.

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy Furnish to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, certified reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants reasonably acceptable of nationally recognized standing; provided, however, that delivery to Lender of the Administrative Agent Borrower's annual reports on Form 10-K as filed timely with and in accordance with the Letter regulations of Credit Agentthe SEC shall be deemed to satisfy the requirements of this Section 5.1(a); (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, however, that delivery to Lender of the GuarantorBorrower's quarterly reports on Form 10-Q as filed timely with and in accordance with the regulations of the SEC shall be deemed to satisfy the requirements of this Section 5.1(b); and (iiic) such additional financial from and other information as after the Trustee, Closing Date until the Administrative Agent or Lender Accommodation Obligations with respect to the GM Letter of Credit Agent may from time (or any replacement letter of credit therefor) and the German Credit Facility are terminated or extinguished, as soon as available, but in any event not later than 15 days after the end of each month, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to time reasonably requestnormal year-end audit adjustments); all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy then distribute such items to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of as soon as available (but only if Holdings is no longer required to make such filing with the GuarantorSEC), but in any event within one hundred and twenty the earlier of (120i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the GuarantorSEC is due, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management’s discussion and analysis, by RSM US LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than sixty within the earlier of (60i) forty-five (45) days after the end of each of the first three quarters quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the GuarantorSEC is due, the unaudited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by a Responsible Officer as being fairly stated in the form reasonably acceptable all material respects (subject to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agentfootnotes), certified accompanied by the chief financial officer of the Guarantor; and (iii) such additional financial a customary management’s discussion and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all analysis. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraph (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required . In regard to deliver the financial statements described under clauses subsections (ia) and (iib) above of this Section 6.01, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or (b) above, as the case may be, and satisfy the time requirements thereof if such statements are available filed within the time period required by applicable Requirements thereby); however, electronic copies of Law on XXXXX or from other public sourcessuch reports must still be delivered to the Administrative Agent.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Agent: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year Fiscal Year of the GuarantorParent, a copy of the audited consolidated Consolidated balance sheet of the Guarantor Parent and its consolidated Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated Consolidated statements of income or operations, Shareholders’ Equity and retained earnings and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, certified all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by independent public accountants a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agentsuch audit, other than any qualification or exception solely as a result of the fact that the Commitments or the Loans hereunder are scheduled to mature within 365 days after the end of such Fiscal Year; (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of the GuarantorParent, the unaudited consolidated a Consolidated balance sheet of the Guarantor Parent and its Subsidiaries as at the end of such quarter Fiscal Quarter, and the related unaudited consolidated statement Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterParent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Quarter of the previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Period of each Fiscal Year of the Parent, a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Period, and the related Consolidated statements of income or operations for such Fiscal Period, and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Period of the previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations of the Parent and its Subsidiaries as of the end of such Fiscal Period in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (d) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in form and detail reasonably acceptable satisfactory to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of Consolidated balance sheets and statements of income or operations and cash flows and an Availability model of the Guarantor; and Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (iii) such additional financial and other information as including the Trustee, Fiscal Year in which the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under Maturity Date set forth in clause (ia) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout of the periods reflected therein and with prior periods (except as approved by such accountants or officerdefinition thereof occurs) and, as the case may besoon as available, and disclosed therein); provided, however, that the Guarantor shall not be required any significant revisions (if any) to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesforecast with respect to such Fiscal Year.

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy Furnish to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) not later than 20 days after required to be filed with the Securities and Exchange Commission at the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income operations and retained earnings stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 15 days after required to be filed with the Securities and Exchange Commission at the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower commencing with the fiscal quarter ending on or about March 31, 2020, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of the Borrower and its consolidated Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiic) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that it is hereby acknowledged that the Guarantor shall quarterly financial statements delivered pursuant to paragraph (b) above may not be include all of the information and footnotes required by GAAP for complete annual financial statements. Any financial statement required to deliver be furnished pursuant to this subsection 6.1 may be delivered electronically and if so delivered, shall be deemed to have been furnished on the financial statements described under clauses earlier of the date (i) and on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website at the website address listed in subsection 11.2(a), (ii) above on which such documents are posted on the Securities and Exchange Commission’s website (xxx.xxx.xxx), or (iii) on which such documents are posted on the Borrower’s behalf on any website to which each Lender and Administrative Agent have access (whether a commercial, third-party website such as Intralinks or DebtDomain or whether sponsored by the Administrative Agent); provided that the Borrower shall give notice (which may be in the form of facsimile or electronic mail) of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any financial statement referred to in this subsection 6.1 to the Administrative Agent if the Administrative Agent or any Lender requests the Borrower to furnish such statements are available within paper copies until written notice to cease delivering such paper copies is given by the time period required by applicable Requirements of Law on XXXXX or from other public sourcesAdministrative Agent.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Agent: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of WFS (or, if earlier, 5 days after the Guarantordate required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ended December 31, 2013), a copy of the audited consolidated balance sheet of the Guarantor WFS and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, such consolidated statements to be (i) audited and accompanied by a report and opinion of an independent certified by independent public accountants reasonably acceptable accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Administrative Agent scope of such audit and the Letter of Credit Agent; (ii) as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the to be accompanied by unaudited consolidated reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the Guarantor as at the end of such quarter Unrestricted Subsidiaries) and the related unaudited consolidated statement statements of income or operations, changes in shareholders’ equity, and cash flows for such quarter and the portion of the fiscal year through the end of such quarteryear, setting forth in each case in comparative form the figures for the previous fiscal year; and (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowers (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2013), a consolidated balance sheet of WFS and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the WFS’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the WFS’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year, each in the form reasonably acceptable such consolidated statements to the Administrative Agent and the Letter of Credit Agent, be certified by the chief executive officer, chief financial officer officer, treasurer or controller of WFS as fairly presenting the Guarantorconsolidated financial condition, results of operations, shareholders’ equity and cash flows of WFS and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; such consolidated statements to be accompanied by unaudited reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the Unrestricted Subsidiaries) and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year; and (iiic) such additional financial and other information as soon as available, but in any event at least 15 days before the Trusteeend of each fiscal year of WFS, forecasts prepared by management of WFS, in form reasonably satisfactory to the Administrative Agent or the Letter Agent, of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete consolidated balance sheets and correct in all material respects related consolidated statements of income or operations and prepared in reasonable detail in accordance with GAAP applied consistently throughout cash flows of WFS and its Subsidiaries on a quarterly basis for the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) immediately following fiscal year and (ii) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year. As to any information contained in materials furnished pursuant to Section 6.02(b), the Borrowers shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in clauses (a) and (b) above if such statements are available within at the time period required by applicable Requirements of Law on XXXXX or from other public sourcestimes specified therein.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy Agent, in form and detail satisfactory to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Administrative Agent: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 120 days after the end of each fiscal year Fiscal Year of the GuarantorLead Borrower, (x) a copy of the audited consolidated Consolidated balance sheet of the Guarantor and its consolidated Subsidiaries Albertson’s Group as at the end of such year Fiscal Year, and the related audited consolidated Consolidated statements of income or operations, Shareholders’ Equity and retained earnings and of cash flows for such Fiscal Year, setting forth in each case in comparative form (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP) the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than with respect to an upcoming maturity of any Indebtedness or potential default under any financial covenant) and (y) a copy of management’s discussion and analysis with respect to the financial statements of such Fiscal Year, all of which shall be in form and detail reasonably satisfactory to the Administrative Agent; (b) as soon as available, but in any event within 60 days after the end of each of the first three Quarterly Accounting Periods of each Fiscal Year of the Lead Borrower, (x) a Consolidated balance sheet of the Albertson’s Group as at the end of such Quarterly Accounting Period and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Quarterly Accounting Period and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP) the figures for (A) the corresponding Accounting Period of the previous Fiscal Year and (B) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of the Albertson’s Group as of the end of such Quarterly Accounting Period in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of purchase accounting adjustments resulting from the consummation of the Transactions and the absence of footnotes and that prior Fiscal Year results are not required to be restated for changes in discontinued operations and (y) a copy of management’s discussion and analysis with respect to the financial statements of such Quarterly Accounting Period, all of which shall be in form and detail reasonably satisfactory to the Administrative Agent; (c) as soon as available, but in any event within 45 days after the end of each of the Accounting Periods of each Fiscal Year of Lead Borrower that ends during a Monthly Reporting Period (other than (x) in the case of an Accounting Period that coincides with the end of a Quarterly Accounting Period (other than the last Quarterly Accounting Period of any Fiscal Year), in which case the financial statements required by this clause (c) shall be due 60 days after the end of such Accounting Period or (y) an Accounting Period that coincides with the end of a Fiscal Year), a Consolidated balance sheet of the Lead Borrower as at the end of such Accounting Period, and the related Consolidated statements of income or operations, and cash flows for such Accounting Period, and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) the corresponding Accounting Period of the previous yearFiscal Year and (B) the corresponding portion of the previous Fiscal Year (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP), all in reasonable detail, such Consolidated statements to be certified by independent public accountants reasonably acceptable a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, and cash flows of the Lead Borrower as of the end of such Accounting Period in accordance with GAAP, subject only to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agent;footnotes and that prior Fiscal Year results are not required to be restated for changes in discontinued operations; and (iid) as soon as available, but in any event not later no more than sixty (60) 60 days after the end of each Fiscal Year of the Lead Borrower (or, in the case of the first three quarters of each fiscal year Fiscal Year of the GuarantorLead Borrower ended after the Restatement Effective Date, the unaudited consolidated balance sheet 120 days), forecasts prepared by management of the Guarantor as at Lead Borrower, in form reasonably satisfactory to the end Administrative Agent, of such quarter the Loan Cap and the related unaudited consolidated statement Consolidated balance sheets and statements of income or operations and cash flows of the Albertson’s Group on a quarterly basis (except that the Loan Cap shall be projected on a monthly basis) for such quarter and the portion of immediately following Fiscal Year (including the fiscal year through in which the end Maturity Date occurs); it being understood and agreed that (i) any forecasts furnished hereunder are subject to significant uncertainties and contingencies, which may be beyond the control of such quarterthe Loan Parties, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified (ii) no assurance is given by the chief financial officer of Loan Parties that the Guarantor; and results or forecast in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such additional financial projections and other information as such differences may be material. Notwithstanding the Trusteeforegoing, the Administrative Agent or obligations in paragraphs (a), (b) and (c) of this Section 6.01 may be satisfied with respect to financial information of the Letter of Credit Agent may from time to time reasonably request; all such Albertson’s Group by furnishing (A) the applicable consolidated financial statements furnished under clause of any direct or indirect parent of the Lead Borrower that, directly or indirectly, holds all of the Equity Interests of the Lead Borrower or (B) in the case of paragraphs (a) and (b) of this Section 6.01, the Lead Borrower’s (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) (i) above to be complete and correct in all material respects and prepared such information is accompanied by consolidated information that explains in reasonable detail the differences between the information relating to the Lead Borrower (or a parent of the Lead Borrower, if such information related to such a parent), on the one hand, and the information relating to the Lead Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii), to the extent such information is in lieu of information required to be provided under this Section 6.01, such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP applied consistently throughout and consistent with the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements requirements of Law on XXXXX or from other public sourcesSection 6.01.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy for further distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event within 120 days after the end of each fiscal year of Holdings ending after the Closing Date (or, with respect to the fiscal year ending December 31, 2018, 150 days), a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form, the figures for the previous fiscal year, and including a customary management’s discussion and analysis, all in reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of KPMG or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not later be subject to any “going concern” qualification (other than sixty an emphasis of matter paragraph) (60other than with respect to, or resulting from, (x) a current debt maturity and/or (y) any potential default or event of default of any financial covenant under this Agreement and/or any other Indebtedness) or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings beginning with the Guarantorfirst fiscal quarter ending after the Closing Date (or, with respect to the unaudited fiscal quarter ending March 31, 2019, 60 days), a consolidated and segmented balance sheet of the Guarantor Holdings and its Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statement statements of income operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, setting forth forth, in each case case, in comparative form form, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and including a customary management’s discussion and analysis, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event no later than the deadline for delivery of the financial statements in Section 6.01(a), commencing with the deadline for the financial statements for the fiscal year ending December 31, 2018 and for each fiscal year thereafter prior to the consummation of a Qualifying IPO, forecasts prepared by management of the Borrower, a consolidated balance sheet, statements of operations and cash flow statements of Holdings and its Subsidiaries for the fiscal year after the fiscal year covered by such financial statements, which shall be prepared in good faith upon reasonable assumptions at the form reasonably acceptable time of preparation), it being understood that actual results may vary from such forecasts and that such variations may be material; and (d) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of a Compliance Certificate referred to in Section 6.02(a) below, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) through (b) of this Section 6.01 may be satisfied by furnishing (A) the applicable financial statements or other information required by such paragraphs of Holdings (or any other direct or indirect parent company of Holdings) and/or (B) Holdings’ (or any other direct or indirect parent company of Holdings), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or otherwise made available to the Administrative Agent for delivery to the Lenders, in each case, within the time periods specified in such paragraphs; provided that with respect to each of clauses (A) and (B) hereof, (i) to the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all extent such financial statements furnished under clause relate to Holdings (i) above or any other direct or indirect parent company of Holdings), the Compliance Certificate delivered in connection with such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such other parent company), on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be complete and correct certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if to the extent such financial statements are available within in lieu of statements required to be provided under Section 6.01(a), the time period required Compliance Certificate delivered in connection with such financial statements shall be accompanied by applicable Requirements a report of Law on XXXXX or from other an independent certified public sourcesaccounting firm of nationally recognized standing, which statements, report and opinion may be subject to the same exceptions and qualifications as contemplated in Section 6.01(a).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Banks: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries and a copy of the separate unaudited balance sheet (or, if audited financial statements are otherwise prepared or required to be prepared for such Unrestricted Subsidiary, audited balance sheet) of each Unrestricted Subsidiary, in each case as at the end of such year and the related audited (or, in the case of any Unrestricted Subsidiary for which audited statements are not required by this Section 5.1(a), unaudited) consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the Guarantor’s independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorGuarantor (other than the last fiscal quarter of each fiscal year), a copy of the unaudited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries, and a copy of the separate unaudited consolidated balance sheet of each Unrestricted Subsidiary, in each case as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as having been prepared in accordance with GAAP (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably request; all normal year-end audit adjustments). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed thereintherein and except for the omission of footnotes in the quarterly financial statements); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall promptly furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred (x) 120 days after the end of the fiscal year of Holdings ending December 31, 2012 and twenty (120y) 105 days after the end of each other fiscal year of the GuarantorHoldings, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearyear reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than with respect to or resulting from the maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered), by Ernst & Young, LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event (x) not later than sixty (60) days after the end of the fiscal quarter of Holdings ending March 31, 2013 and (y) after the end of each of the first three quarters (3) quarterly periods of each fiscal year of Holdings, commencing with the Guarantorfiscal quarter ending June 30, 2013, within the time periods specified in the SEC’s rules and regulations (as in effect on the Closing Date) for non-accelerated filers, the unaudited consolidated balance sheet of the Guarantor Holdings and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by an Authorized Officer of Holdings as fairly stating in all material respects the form reasonably acceptable financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (subject to the Administrative Agent normal year end audit adjustments and the Letter absence of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all footnotes). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesperiods.

Financial Statements. The Guarantor shall furnish Provide to Lenders all of the Administrative Agent (who shall furnish a copy following, in form and detail reasonably satisfactory to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lenders: (ia) promptly not later than 90 days (or, if Borrower is required to include such financial statements in an Annual Report on Form 10-K, such later date as may be permitted by the Securities Exchange Act or the rules thereunder) after each annual meeting and as of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the GuarantorBorrower, an audited financial statement of Borrower, prepared by a copy of the audited consolidated certified public accountant acceptable to Lenders, to include balance sheet of the Guarantor sheet, income statement and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and statement of cash flows and sources, and within 30 days after filing, but in no event later than each August 30, copies of Borrower’s filed federal income tax returns for such year, setting forth in each case in comparative form . The audited annual financial statements shall be accompanied by the figures for the previous year, certified by independent public accountants reasonably acceptable unqualified opinion (as to the Administrative Agent scope of opinion and the Letter going concern) of Credit Agentsuch accountant addressed to Lenders; (iib) as soon as available, but in any event not later than sixty 45 days (60or, if Borrower is required to include such financial statements in a Quarterly Report on Form 10-Q, such later date as may be permitted by the Securities Exchange Act or the rules thereunder) days after and as of the end of each fiscal quarter, a financial statement of Borrower, prepared by Borrower, to include balance sheet, income statement and statement of cash flows and sources; (c) contemporaneously with each annual and quarterly financial statement of Borrower required hereby, a certificate of the first three quarters president or chief financial officer, a general partner or a member of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarterapplicable, setting forth in each case in comparative form the figures for the previous year, each in substantially to the form reasonably acceptable to the Administrative Agent of Exhibit B attached hereto (a “Compliance Certificate”) and the Letter of Credit Agent, certified incorporated herein by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause this reference that (i) above to be said financial statements are complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver fairly present the financial statements described under clauses (i) and condition of Borrower as of the date thereof, (ii) above if there exists no Default or Event of Default, except as set forth in such certificate, (iii) sets forth the calculations of trailing last twelve-month EBITDA evidencing compliance with Section 5.11 hereof, (iv) sets forth the calculations of quarterly EBITDA for the applicable period for the purpose of determining the level set forth in the Additional Interest Pricing Grid and (v) with respect to the Compliance Certificate delivered in connection with any annual or quarterly financial statements for any fiscal period commencing with the fiscal quarter ending on March 31, 2020, certifying whether or not Parent Guarantor is S-X Compliant for the applicable fiscal quarter; and (d) from time to time such other information regarding Borrower and its properties and operations as Lenders may reasonably request. To the extent any financial statements required by Section 4.3(a) or Section 4.3(b) are included in an Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, such financial statements shall be deemed to have been provided to Lenders hereunder in form satisfactory to Lenders and shall be deemed delivered to Lenders when such financial statements are available within filed for public availability on the time period required by applicable Requirements of Law on XXXXX or from other public sourcesSecurities and Exchange Commission’s Electronic Data Gathering and Retrieval System.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to with sufficient copies for each Liquidity Bank), Lender) or otherwise make available as described in the Trustee and the Letter last sentence of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):subsection 7.2: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorNew Holdings, a copy of the audited consolidated balance sheet of the Guarantor New Holdings and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income operations, stockholders’ equity and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP or other certified by independent public accountants reasonably acceptable of nationally recognized standing not unacceptable to the Administrative Agent and the Letter of Credit Agent; (iib) as soon as available, but in any event not later than sixty (60) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorNew Holdings, the unaudited consolidated balance sheet of the Guarantor as New Holdings and its consolidated Subsidiaries at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of New Holdings and its consolidated Subsidiaries for such quarter applicable period, and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form form, the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information a Responsible Officer as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); (c) all financial statements shall be prepared in reasonable detail in accordance with GAAP (provided that interim statements may be condensed and may exclude footnote disclosure and are subject to year-end adjustment) applied consistently throughout the periods reflected therein and with prior periods (except as approved concurred in by such accountants or officer, as the case may be, and disclosed thereintherein and except that interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in ASC 360, “Property, Plant and Equipment”) during the current year need not be shown in interim financial statements as such either for the current period or comparable prior period); providedand (d) simultaneously with the delivery of each set of consolidated financial statements referred to in subsections 7.1(a) and 7.1(b), howeverto the extent there exists any Unrestricted Subsidiaries at such time, the related unaudited (it being understood that such information may be audited at the Guarantor option of New Holdings) consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this subsection 7.1 may be satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries within the time periods specified in such paragraphs; provided that (i) (w) Parent directly holds all of the Capital Stock of Intermediate Holdings, (x) Intermediate Holdings directly holds all of the Capital Stock of New Holdings, (y) Intermediate Holdings is in compliance with subsection 8.17 and (z) Parent is in compliance with subsection 11.20, (ii) to the extent such financial statements relate to Parent and its consolidated Subsidiaries, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent and any other entity (other than New Holdings and its consolidated Subsidiaries), on the one hand, and the information relating to New Holdings and its consolidated Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer either Parent or of New Holdings as having been fairly presented in all material respects and (iii) to the extent such financial statements are in lieu of the financial statements required to be provided under subsection 7.1(a), such financial statements shall be accompanied by a report of PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent, which report shall not be subject to a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit. New Holdings hereby represents, warrants and covenants that, in the event that the obligations in paragraphs (a) or (b) of this subsection 7.1 are satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries pursuant to this paragraph, each of the conditions set forth in this paragraph shall have been satisfied. Documents required to deliver be delivered pursuant to this subsection 7.1 and subsection 7.2 below (to the financial statements described under clauses 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) and on which Parent or New Holdings posts such documents, or provides a link thereto, on Parent’s or New Holdings’ website on the Internet at xxx.xxxxxxx.xxx or (ii) above on which such documents are posted on Parent’s or New Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial or public third-party website or whether sponsored by the Administrative Agent (including the website of the SEC at xxxx://xxx.xxx.xxx)); provided that (x) in each case, other than with respect to regular periodic reporting, the Borrower Agent shall notify the Administrative Agent of the posting of any such statements are available within documents and (y) in the time period case of documents required by applicable Requirements to be delivered pursuant to subsection 7.2, at the request of Law on XXXXX or from other public sourcesthe Administrative Agent, the Borrower Agent shall furnish to the Administrative Agent a hard copy of such document. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to with sufficient copies for each Liquidity Bank), Lender) or otherwise make available as described in the Trustee and the Letter last sentence of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Section 7.2: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorNew Holdings, a copy of the audited consolidated balance sheet of the Guarantor New Holdings and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal year, reported on without a “going concern” or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP or other certified by independent public accountants reasonably acceptable of nationally recognized standing not unacceptable to the Administrative Agent and the Letter of Credit Agent; (iib) as soon as available, but in any event not later than sixty (60) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorNew Holdings, the unaudited consolidated balance sheet of the Guarantor as New Holdings and its consolidated Subsidiaries at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of New Holdings and its consolidated Subsidiaries for such quarter applicable period, and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form form, the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information a Responsible Officer as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); (c) all financial statements shall be prepared in reasonable detail in accordance with GAAP (provided, that interim statements may be condensed and may exclude footnote disclosure and are subject to year-end adjustment) applied consistently throughout the periods reflected therein and with prior periods (except as approved concurred in by such accountants or officer, as the case may be, and disclosed thereintherein and except that interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in ASC 360, “Property, Plant and Equipment”) during the current year need not be shown in interim financial statements as such either for the current period or comparable prior period); providedand (d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 7.1(a) and 7.1(b), howeverto the extent there exists any Unrestricted Subsidiaries at such time, the related unaudited (it being understood that such information may be audited at the Guarantor option of New Holdings) consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 7.1 may be satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries within the time periods specified in such paragraphs; provided that (i) (w) Parent directly holds all of the Capital Stock of Intermediate Holdings, (x) Intermediate Holdings directly holds all of the Capital Stock of New Holdings, (y) Intermediate Holdings is in compliance with Section 8.17 and (z) Parent is in compliance with Section 11.20, (ii) to the extent such financial statements relate to Parent and its consolidated Subsidiaries, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent and any other entity (other than New Holdings and its consolidated Subsidiaries), on the one hand, and the information relating to New Holdings and its consolidated Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer either Parent or of New Holdings as having been fairly presented in all material respects and (iii) to the extent such financial statements are in lieu of the financial statements required to be provided under Section 7.1(a), such financial statements shall be accompanied by a report of PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent, which report shall not be subject to a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit. New Holdings hereby represents, warrants and covenants that, in the event that the obligations in paragraphs (a) or (b) of this Section 7.1 are satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries pursuant to this paragraph, each of the conditions set forth in this paragraph shall have been satisfied. Documents required to deliver be delivered pursuant to this Section 7.1 and Section 7.2 below (to the financial statements described under clauses 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) and on which Parent or New Holdings posts such documents, or provides a link thereto, on Parent’s or New Holdings’ website on the Internet at xxx.xxxxxxx.xxx or (ii) above on which such documents are posted on Parent’s or New Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial or public third-party website or whether sponsored by the Administrative Agent (including the website of the SEC at xxxx://xxx.xxx.xxx)); provided that (x) in each case, other than with respect to regular periodic reporting, the Borrower Agent shall notify the Administrative Agent of the posting of any such statements are available within documents and (y) in the time period case of documents required by applicable Requirements to be delivered pursuant to Section 7.2, at the request of Law on XXXXX or from other public sourcesthe Administrative Agent, the Borrower Agent shall furnish to the Administrative Agent a hard copy of such document. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who and the Administrative Agent shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorParent and the Borrower (commencing with the fiscal year ending December 31, 2011), a copy of the audited consolidated balance sheet sheets of the Guarantor Parent and its consolidated Subsidiaries at and the Borrower and its consolidated Subsidiaries and the unaudited consolidating balance sheets of the Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, in each case as of the end of such year and the related audited consolidated and unaudited consolidating statements of income and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each the case of the Parent in comparative form the figures for the previous year, reported on, in the case of such audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent and the Borrower, (i) the unaudited consolidated and consolidating balance sheet sheets of the Guarantor Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, in each case as at of the end of such quarter and quarter, (ii) the related unaudited consolidated statement statements of income for such quarter and the portion of the fiscal year through the end of such quarter, (iii) the related unaudited consolidating statements of income for the portion of the fiscal year through the end of such quarter and (iv) related unaudited consolidated statements of cash flows for the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as being fairly stated in all material respects (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time subject to time reasonably requestnormal year-end audit adjustments); all such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy Furnish to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty 90 days after the close of each fiscal year of the Company (60or such shorter period as required by clause (ii) below), a copy of the annual audit report for such year for the Company and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Company and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the Company’s independent certified public accountants, such financial statements to be certified by PriceWaterhouseCoopers LLP or other nationally recognized independent certified public accountants selected by the Company, without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit (it being understood and agreed that (i) delivery of the Company’s report on Form 10-K as filed with the Securities and Exchange Commission shall satisfy the provisions of this subsection and (ii) in no event shall the Company deliver to the Lenders any such report later than five days after the date such report is required to be filed with the Securities and Exchange Commission under the then current rules of the Securities and Exchange Commission); and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year the Company (or such shorter period as required by clause (ii) below), unaudited consolidated financial statements of the GuarantorCompany and its consolidated Subsidiaries, the unaudited including therein (i) a consolidated balance sheet of the Guarantor Company and its consolidated Subsidiaries as at the end of such quarter and fiscal quarter, (ii) the related unaudited consolidated statements of income and retained earnings of the Company and its consolidated Subsidiaries, and (iii) the related consolidated statement of income changes in cash flows of the Company and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the corresponding figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer like period of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably requestpreceding fiscal year; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the periods reflected therein period involved and with prior periods (except as approved and accompanied by such accountants or officer, as a certificate of a Responsible Officer of the case may be, and disclosed therein); provided, however, Company stating that the Guarantor shall not be required to deliver the financial statements described under clauses fairly present the financial condition of the Company and its consolidated Subsidiaries as of the date and for the periods covered thereby (subject to normal year-end audit adjustments) (it being understood and agreed that (i) delivery of the Company’s report on Form 10-Q as filed with the Securities and Exchange Commission shall satisfy the provisions of this subsection and (ii) above if in no event shall the Company deliver to the Lenders any such financial statements later than five days after the date such financial are available within required to be filed with the time period required by applicable Requirements Securities and Exchange Commission under the then current rules of Law on XXXXX the Securities and Exchange Commission). The Agent and each Lender is authorized to show or from deliver a copy of any financial statement or any other public sourcesinformation relating to the business, operations or financial condition of the Company and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender.

Financial Statements. The Guarantor shall furnish (a) After the date of this Agreement and prior to the Administrative Agent (who First Closing, SE Corp shall furnish deliver to SEP, as soon as reasonably feasible, copies of the 2013 Unaudited Financials and any monthly reports and quarterly or annual financial statements of the Companies, in each case, prepared in the ordinary course after the date of this Agreement and prior to the First Closing, in a copy format historically utilized by the Companies. SE Corp shall deliver to SEP from time to time copies of any further monthly reports and quarterly or annual financial statements of the Companies that are not held, directly or indirectly, as to 100% by SEP after the First Closing, in each Liquidity Bank)case, prepared in the Trustee ordinary course after the First Closing and prior to the Letter of Credit Agent (who shall furnish Third Closing, in a copy to each Letter of Credit Bank):format historically utilized by the Companies. (ib) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) No later than 70 days after the end of First Closing Date, SE Corp shall deliver the following financial statements to SEP, each fiscal year of the Guarantoron a GAAP basis (including respective balance sheets, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for and applicable footnotes), in such yearform as may be required by Rule 3-05(a) of Regulation S-X promulgated under the Securities Act to be filed with the Commission by SEP as a result of the Transactions consummated on or before such Closing Date, setting forth in each case in comparative form together with the figures for unqualified audit opinion of the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (ii) as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures Companies for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under in clause (i) above below (collectively, the “Required Financials”): (i) audited combined financial statements of the Companies at and for the years ended December 31, 2010, December 31, 2011 and December 31, 2012 and (ii) unaudited combined financial statements on a GAAP basis of the Companies at and for any period(s) for 2013 as may be required by Rule 3-05(a) of Regulation S-X. (c) From the date hereof until delivery of the Required Financials to be complete and correct in all material respects and prepared in reasonable detail SEP in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officerSection 6.11(b), as the case may beSE Corp shall keep SEP informed, and disclosed therein); consult with SEP on a regular basis, with respect to the preparation of the Required Financials, including by promptly providing SEP with copies of any drafts of the Required Financials and promptly informing SEP of any correspondence and communications with the independent public accountants of the Companies relating to the Required Financials. (d) SE Corp shall use its commercially reasonable efforts to cause the independent public accountants of the Companies to provide to SEP no later than the date on which the Required Financials must be filed with the Commission any consent necessary to the filing of the Required Financials with the Commission and any such customary representation letters as are necessary in connection therewith, provided, however, that SEP shall cooperate with and assist SE Corp and its Affiliates and the Guarantor shall not be required to deliver auditors engaged by the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required Companies, including promptly providing any information reasonably requested by applicable Requirements any of Law on XXXXX or from other public sourcesthem.

Financial Statements. The Guarantor Borrower shall furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited income statement, statement of stockholders’ equity and operating cash flow statement, reported on without qualification or exception by the Accountants and accompanied by a certificate signed by such Accountants, at the time of the completion of the annual audit, (i) stating that the financial statements fairly present in all material respects the consolidated statements financial condition of income the Borrower as of the date thereof and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearperiod covered thereby and (ii) that, certified by independent public accountants reasonably acceptable to the Administrative Agent and knowledge of such Accountants, no Default exists under Section 6.1, to the Letter of Credit Agentextent such Section relates to accounting matters; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each fiscal quarter of the first three quarters of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and the related unaudited consolidated income statement of income and operating cash flow statement for such quarter and the portion of the fiscal year through the end of such quarter, setting and including (i) a comparison of the results of such period with (A) the budgeted results set forth in each case the budget referred to in comparative form Section 5.2(b) and (B) the figures for the previous year, each same period in the prior fiscal year and (ii) a discussion of any significant events regarding the financial condition of the Borrower or any Subsidiary during such period (in such form and detail, and accompanied by such supporting materials as the Agent shall reasonably acceptable request), all certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agent, certified by the chief financial officer of the Guarantorfootnotes); and (iiic) such additional financial and other information as soon as available, but in any event not later than 30 days after the Trusteeend of each of the first two fiscal months of each fiscal quarter of the Borrower, the Administrative Agent or unaudited consolidated balance sheet of the Letter Borrower and its Subsidiaries for such month and the related unaudited income statement and operating cash flow statement for such month and the portion of Credit Agent may from time the fiscal year through the end of such month, and including (i) a comparison of the results of such period with (A) the budgeted results set forth in the budget referred to time reasonably requestin Section 5.2(b) and (B) the same period in the prior fiscal year, all certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); all such financial statements furnished under clause (i) above to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesperiods.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who and the Administrative Agent shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 120 days after the end of each fiscal year of the GuarantorHoldings, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income or operations and retained earnings consolidated statements of stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than with respect to, or resulting from, the regularly scheduled maturity of the Revolving Commitments, the Term Loans or other Indebtedness or any anticipated inability to satisfy any financial covenant set forth in this Agreement on a future date or future period), or qualification arising out of the scope of the audit, by KPMG LLP or other independent certified by independent public accountants reasonably acceptable to of nationally recognized standing (the Administrative Agent and the Letter of Credit Agent;foregoing, an “Acceptable Accountant’s Report”); and (iib) as soon as available, but in any event not later than sixty (60) 60 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorHoldings, the unaudited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and consolidated statements of stockholders’ equity and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer of the Guarantor; and Holdings as being fairly stated in all material respects (iii) such additional financial subject to normal year-end audit adjustments and other information as the Trustee, the Administrative Agent or the Letter absence of Credit Agent may from time to time reasonably request; all footnotes). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP consistently applied consistently throughout the respective periods reflected therein and with prior periods (covered thereby, except as approved otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures. Notwithstanding the foregoing, the obligations in Section 6.1(a) and Section 6.1(b) may be satisfied with respect to financial information of Holdings and each of its Subsidiaries by such accountants furnishing, in each case, by the deadline set forth in the applicable Section, Form 10-K or officerForm 10-Q, as applicable, of Holdings as filed with the case may beSEC, and disclosed therein); providedand, howeverin any event, that to the Guarantor shall not be extent such information is in lieu of information required to deliver be provided under Section 6.1(a), such financial statements shall be accompanied by an Acceptable Accountant’s Report. Each of Holdings and the Borrowers represents and warrants that it and any of its Subsidiaries either (i) has no registered or publicly traded securities outstanding or (ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, each of Holdings and each Borrower hereby (x) authorizes the Administrative Agent to make the financial statements described to be provided under clauses Section 6.1(a) and (b) above, along with the Loan Documents, available to Public-Sxxxxx 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. None of Holdings nor any Borrower will request that any other material be posted to Public-Sxxxxx without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information within the meaning of the federal securities laws (“MNPI”) or (B) (i) each of Holdings, each Borrower and their respective Subsidiaries has no outstanding publicly traded securities, including 144A securities, and (ii) above if at any time any Group Member issues publicly traded securities, including 144A securities, then prior to the issuance of such statements are securities, Holdings, the U.S. Borrower or the Canadian Borrower will make such materials that do constitute MNPI publicly available within by press release or public filing with the time period required by applicable Requirements SEC. Notwithstanding anything herein to the contrary, in no event shall Holdings or any Borrower request that the Administrative Agent make available to Public-Sxxxxx budgets or any certificates, reports or calculations with respect to the compliance of Law on XXXXX Holdings or from other public sourcesthe Borrowers with the covenants contained herein.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy for prompt further distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of commencing with the GuarantorFiscal Year ending June 30, but in any event 2022, within one hundred and twenty sixty (12060) days after the end of each fiscal year of the GuarantorFiscal Year, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders’ equity and retained earnings and of cash flows for such year, Fiscal Year setting forth in each case in comparative form the figures for the previous yearFiscal Year and accompanied by the report of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; which report shall (i) be prepared in accordance with generally accepted auditing standards, (ii) state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and (iii) not be subject to any “going concern” or like qualification or exception or any qualification or exception as soon to the scope of such audit (except as availablea result of the impending maturity of any Facility or any other Indebtedness); and (b) commencing with the Fiscal Quarter ending September 30, but in any event not later than sixty 2022, within forty-five (6045) days after the end of each of Fiscal Quarter (other than the first three quarters fourth Fiscal Quarter) of each fiscal year Fiscal Year, a copy of the Guarantor, the unaudited consolidated balance sheet of the Guarantor Borrower and its Subsidiaries, and the related consolidated statements of income and cash flows as at of the end of such quarter Fiscal Quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of the Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided that, such quarter, setting forth balance sheet and/or related consolidated statements of income and cash flows shall not contain any statement (including in any footnote and/or commentary thereto) that there is substantial doubt or similar disclosure about the Borrower’s ability to continue or operate as a going concern or the Borrower’s inability to comply with any applicable financial covenants or otherwise be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope (in each case case, except as a result of the impending maturity of any Facility or any other Indebtedness). Notwithstanding the foregoing, the obligations in comparative form paragraphs (a) and (b) of this Section 4.1 shall be deemed to have been satisfied with respect to financial information of the figures for Borrower and the previous yearSubsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC on the date (i) on which the Borrower posts such information, or provides a link thereto, on the Borrower’s website, (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each in the form reasonably acceptable to Lender and the Administrative Agent and the Letter of Credit Agenthave access (whether a commercial, certified third-party website or whether sponsored by the chief financial officer of the Guarantor; and Administrative Agent) or (iii) on which the Borrower (or a parent company thereof) publicly files such additional financial information with the SEC; provided that, with respect to clauses (A) and other information as the Trustee(B), the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to the extent such information relates to a parent of the Borrower, such information is accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent of the Borrower, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be complete and correct provided under Section 4.1(a), such materials are, to the extent applicable, accompanied by a report of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report shall (x) be prepared in accordance with generally accepted auditing standards, (y) state that such consolidated financial statements present fairly in all material respects and prepared the financial position for the periods indicated in reasonable detail in accordance conformity with GAAP applied consistently throughout and (z) not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the periods reflected therein and with prior periods scope of such audit (except as approved by such accountants a result of the impending maturity of any Facility or officer, as the case may be, and disclosed thereinany other Indebtedness); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to Agent, on behalf of each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the GuarantorParent Borrower, a copy of the audited consolidated and consolidating balance sheet of the Guarantor Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated and consolidating statements of income and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Xxxx Xxxxx LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of the first three quarters fiscal quarterly periods of each fiscal year of the GuarantorParent Borrower, the unaudited consolidated and consolidating balance sheet of the Guarantor Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statement and consolidating statements of income and of cash flows for such fiscal quarter and the portion of the applicable fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous yearfiscal year (or, each in the form reasonably acceptable to case of the Administrative Agent and balance sheet, as of the Letter end of Credit Agentthe previous fiscal year), certified by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiic) such additional if any Unrestricted Subsidiary exists, concurrently with each delivery of financial and other information statements under clause (a) or (b) above, financial statements (in substantially the same form as the Trusteefinancial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Parent Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Parent Borrower, the Administrative Agent or the Letter together with an explanation of Credit Agent may from time to time reasonably request; all reconciliation adjustments in reasonable detail. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be periods reflected therein and with prior periods. Documents required to deliver be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the financial statements described under clauses date on which (i) such documents are posted on the Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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), (ii) above if the Parent Borrower posts such statements documents, or provides a link thereto, on its website on the Internet or (iii) such documents are available within filed on record with the time period required SEC; provided that, upon written request by applicable Requirements the Administrative Agent, the Parent Borrower shall deliver paper copies of Law on XXXXX 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from other public sourcesthe Administrative Agent and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to Agent, on behalf of each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower (or such later date as may be permitted by the SEC), a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income income, stockholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG, LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower (or such later date as may be permitted by the SEC), the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income income, stockholders’ equity and cash flows for such quarter and/or the portion of the fiscal year through the end of such quarter, as required by applicable SEC rules, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year (or, in the case of the balance sheet, as of the end of the previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); (c) during any period commencing on a day (a) on which a Specified Event of Default has occurred and is continuing or (b) occurring on or after the Closing Date, on which Availability is less than the greater of (i) 10% of the Line Cap and (ii) $14,000,000 and continuing until any later date on which (x) no Specified Event of Default shall be continuing and (y) on any such date occurring on or after the Closing Date, Availability shall have exceeded the threshold set forth in clause (b) above for at least 30 consecutive days, as soon as available, but in any event not later than 30 days after the end of each calendar month of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and cash flows for such month and the portion of the fiscal year through the end of such quartermonth, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiid) such additional if any Unrestricted Subsidiary exists, concurrently with each delivery of financial and other information statements under clause (a), (b) or (c) above, financial statements (in substantially the same form as the Trusteefinancial statements delivered pursuant to clause (a), (b) or (c) above, as applicable) prepared on the Administrative Agent or basis of consolidating the Letter accounts of Credit Agent may from time to time reasonably request; all the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower, together with an explanation of reconciliation adjustments in reasonable detail. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be periods reflected therein and with prior periods. Documents required to deliver be delivered pursuant to Section 6.1(a), (b), (c) or (d) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the financial statements described under clauses date on which (i) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) or (ii) above if such statements documents are available within filed of record with the time period required SEC; provided that, upon written request by applicable Requirements the Administrative Agent, the Borrower shall deliver paper copies of Law on XXXXX 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from other public sourcesthe Administrative Agent and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the fifth Business Day after (60i) days after the 135th day following the end of the Fiscal Year of the Parent Borrower ending January 28, 2018 and (ii) the 120th day following the end of each Fiscal Year of the Parent Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer) ending thereafter, a copy of the consolidated balance sheet of the Parent Borrower as at the end of such year and the related consolidated statements of operations, equity and cash flows for such year, setting forth, commencing with the financial statements for the fiscal year ending February 3, 2019, in each case, in comparative form, the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely toarises solely with respect to, results from or arises on account of (i) an upcoming maturity or termination date hereunder or an upcoming “maturity date” under the Term Loan Credit Agreement, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythis Agreement or any other Indebtedness of the Parent Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the furnishing of (x) the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Parent Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not contain any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of (i) an upcoming maturity or termination date hereunder or an upcoming “maturity date” under the Term Loan Credit Agreement, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythis Agreement or any other Indebtedness of the Parent Borrower or its Subsidiaries on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially similar to the management’s discussion and analysis of financial information included in the offering memorandum for the Senior Notes); (b) as soon as available, but in any event not later than the fifth Business Day following (I) the 90th day following the end of the quarterly period ending July 30, 2017, the unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for such quarterly period and (II) (i) the 90th day following the end of the quarterly period ending October 29, 2017 and (ii) the 60th day following the end of each of the first three quarters quarterly periods of each fiscal year Fiscal Year of the GuarantorParent Borrower (or such longer period as would be permitted by the SEC if the Borrower (or any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the fiscal quarter ending April 29, 2018, the unaudited consolidated balance sheet of the Guarantor Parent Borrower as at the end of such quarter and the related unaudited consolidated statement statements of income operations and changes in cash flows of the Parent Borrower for such quarter and the portion of the fiscal year Fiscal Year through the end of such quarter, setting forth in each case commencing with the financial statements for the fiscal quarter ending October 28, 2018 in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the Parent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of (x) the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will in each case, satisfy the Parent Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion and analysis of financial information with respect to the financial statements included in the form reasonably acceptable offering memorandum for the Senior Notes); (c) to the Administrative Agent extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the Letter of Credit Agent, certified material adjustments necessary (as determined by the chief Borrower Representative in good faith, which determination shall be conclusive) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial officer of the Guarantorstatements; and (iiid) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause delivered pursuant to Subsection 7.1(a) or (ib) above to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b), shall be complete and correct certified by a Responsible Officer of the Parent Borrower to) fairly present in all material respects the financial condition of the Parent Borrower and, if applicable the applicable Parent Entity or IPO Vehicle and, its Subsidiaries in conformity with GAAP and prepared to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower, to the knowledge of such Responsible Officer, as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officerdisclosed therein, as and except, in the case may beof any financial statements delivered pursuant to Subsection 7.1(b), and disclosed thereinfor the absence of certain notes); provided. Notwithstanding anything in clausesclause (a) or (b) of this Subsection 7.1 to the contrary, howeverexcept as expressly required with respect to Unrestricted Subsidiaries in clause (c) above, that the Guarantor in no event shall not any annual or quarterly financial statements delivered pursuant to clausesclause (a) or (b) of this Subsection 7.1 be required to deliver (x) include any segment reporting, reporting with respect to non-consolidated subsidiaries, separate consolidating financial information with respect to the Parent Borrower, any Subsidiary Guarantor or any other Affiliate of the Parent Borrower, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements described or information for the Parent Borrower, any Subsidiary Guarantor or any other Affiliate of the Parent Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under clauses the Securities Act andor (iz) comply with Rule 3-03(e), Rule 3-05, Rule 3-09, Rule 3-10 and (ii) above if such statements are available within Rule 3-16 of Regulation S-X under the time period required by applicable Requirements of Law on XXXXX or from other public sourcesSecurities Act.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall promptly furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end last day of each fiscal year of the GuarantorCompany ending thereafter, a copy of the audited consolidated balance sheet of the Guarantor Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, year and accompanied by each of (x) customary management discussion and analysis and (y) an opinion of PricewaterhouseCoopers LLP or other independent certified by independent public accountants reasonably acceptable of recognized national standing, which opinion shall not be subject to qualification or exception as to scope or contain any “going concern” qualification or exception other than (i) a qualification solely with respect to, or resulting from, the Administrative Agent and maturity of any Loans under this Agreement or loans under the Letter Term Loan Agreement occurring within one year from the time such opinion is delivered or (ii) an explanatory paragraph solely with respect to, or resulting from, any potential inability to satisfy a financial covenant under Section 6.1 of Credit Agentthis Agreement on a future date or for a future period (provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a)); (iib) as soon as available, but in any event not later than sixty (60) within 45 days after the end of each last day of the first three fiscal quarters of each fiscal year of the GuarantorCompany, the unaudited consolidated balance sheet of the Guarantor Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous fiscal quarter of the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by a Responsible Officer as fairly stating in all material respects the chief financial officer position of the Guarantor; andCompany and its consolidated Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year-end audit adjustments and the absence of footnotes) and including management discussion and analysis (provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a)); (iiic) so long as an Enhanced Financial Monitoring Period continues to exist, as soon as available, but in any event within 30 days after the end of fiscal month of each fiscal quarter of the Company thereafter, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries at the end of such additional financial fiscal month, and other information as the Trusteerelated unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in comparative form the Administrative Agent or figures for the Letter previous fiscal month of Credit Agent may from time to time reasonably request; all the previous fiscal year. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesperiods.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception solely as a result of the final maturity date of any Loan being scheduled to occur within 12 months from the date of such opinion), or qualification arising out of the scope of the audit, by Deloitte or other independent certified public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent; and (b) as soon as available, but in any event within 45 days after the end of the first three fiscal quarters and 60 days after the end of the fourth fiscal quarter of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and of cash flows for such yearfiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (ii) a Responsible Officer as soon as available, but being fairly stated in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all material respects. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (except in the case of interim statements for the absence of footnotes and normal year-end adjustments) applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided) consistently throughout the periods reflected therein and with prior periods. Additionally, however, that the Guarantor shall not be documents required to deliver be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the financial statements described under clauses extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) and on the Borrower’s website on the Internet at the website address listed in Section 10.2; (ii) above when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; or (iii) on which the Borrower files such statements documents with the SEC and such documents are publicly available within on the time period required SEC’s XXXXX filing system or any successor thereto, if any; provided that, (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by applicable Requirements the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of Law on XXXXX the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or from other public sourcesto maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to Agent, on behalf of each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower (or such later date as may be permitted by the SEC), a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income income, stockholders’ equity and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness incurred under or permitted by this Agreement which maturity date occurs within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by KPMG, LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower (or such later date as may be permitted by the SEC), the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income income, stockholders’ equity and cash flows for such quarter and and/or the portion of the fiscal year through the end of such quarter, as required by applicable SEC rules, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous yearfiscal year (or, each in the form reasonably acceptable to case of the Administrative Agent and balance sheet, as of the Letter end of Credit Agentthe previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the chief financial officer absence of the Guarantorfootnotes); and (iiic) such additional if any Unrestricted Subsidiary exists, concurrently with each delivery of financial and other information statements under clause (a) or (b) above, financial statements (in substantially the same form as the Trusteefinancial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower, the Administrative Agent or the Letter together with an explanation of Credit Agent may from time to time reasonably request; all reconciliation adjustments in reasonable detail. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be periods reflected therein and with prior periods. Documents required to deliver be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the financial statements described under clauses date on which (i) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) or (ii) above if such statements documents are available within filed of record with the time period required SEC; provided that, upon written request by applicable Requirements the Administrative Agent, the Borrower shall deliver paper copies of Law on XXXXX 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from other public sourcesthe Administrative Agent and maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Facility Agent (who shall furnish a copy to for prompt further distribution each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLender): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the GuarantorBorrower or as otherwise earlier required by the Securities and Exchange Commission, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, stockholders’ equity and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, certified all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (i) a report and opinion by any firm of independent registered public accountants reasonably accounting of nationally recognized standing (or any other independent registered public accounting firm acceptable to the Administrative Facility Agent in its sole discretion), which report and opinion shall be prepared in accordance with GAAP, shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agentsuch audit and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP and (ii) an “income statement variance report” showing the actual experience for the current fiscal year (or portion thereof) against the income statement projections for the current fiscal year (or portion thereof); (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the GuarantorBorrower or as otherwise earlier required by the Securities and Exchange Commission, the an unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of each such quarter fiscal quarter, and the related unaudited (i) consolidated statement statements of income or operations for such fiscal quarter and for the portion of the fiscal year through then ended and (ii) consolidated statements of cash flows for the end portion of such quarterthe fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in the form reasonably acceptable to the Administrative Agent reasonable detail and the Letter of Credit Agent, certified by the chief CFO as fairly presenting in all material respects the financial officer condition, results of operations, stockholders’ equity and cash flows of the GuarantorBorrower and its consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, and in any event no less than ninety (90) days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget by fiscal quarter for the following fiscal year (which may be updated as required and including a projected consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of the CFO stating that such Projections are based on estimates, information and assumptions believed to be reasonable at the time of preparation of the Projections (but no representation shall be made as to the actual attainability of such Projections); (d) simultaneously with the Projections delivered pursuant to Section 6.01(c), a schedule setting forth the projected Capital Expenditure requirements of the Operating Company Group and a comprehensive business plan of the Operating Company Group for such period (the “Business Plan”) which schedule of Capital Expenditures and Business Plan shall be accompanied by a certificate of the CFO stating that such schedule and Business Plan have been prepared in good faith and have been delivered (without variance or modification) to the senior management and Board of Directors of the Borrower; (e) promptly after the same become publicly available, notice of all registration statements, regular periodic reports and press releases filed by the Borrower or any Operating Company Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange; (f) such other information regarding the Operating Company Group Members as the Facility Agent or any Lender may reasonably request for the Facility Agent or such Lender to carry out and be satisfied with the “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act or other checks required to be carried out by local regulatory authorities; and (iiig) such additional financial and other information regarding the Borrower and its Subsidiaries as the Trustee, the Administrative Agent or the Letter of Credit Facility Agent may from time reasonably request and which is reasonably available to time reasonably request; all such financial statements furnished under clause (i) above to be complete the Borrower and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesits Subsidiaries.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the fifth Business Day after the 90th day following the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (60it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Section 6.1(a) days with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer of the GuarantorBorrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligations under this Section 6.1(b) with respect to such quarter); and (iiic) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (idelivered pursuant to Sections 6.1(a) above and 6.1(b) to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, howeverand except, that in the Guarantor shall not be required to deliver the case of any financial statements described under clauses (i) and (ii) above if such statements are available within delivered pursuant to Section 6.1(b), for the time period required by applicable Requirements absence of Law on XXXXX or from other public sourcescertain notes).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings (commencing with the Guarantorfiscal year ending December 31, 2020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer), a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for such fiscal year, setting forth forth, commencing with such financial statements delivered for the fiscal year ending December 31, 2020 in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising solely on account of (i) an upcoming maturity or termination date of any Loan or other Indebtedness permitted hereunder or (ii) any potential (but not actual) inability to satisfy any financial maintenance covenant included in this Agreement or any other Indebtedness of any Group Member), by BDO USA, LLP, PricewaterhouseCoopers, Deloitte LLP, any other independent certified by public accountant of nationally recognized standing or any other independent certified public accountants accountant that is reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;; and (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of Fiscal Quarter (other than the first three quarters fourth Fiscal Quarter of each fiscal year year) of Holdings (commencing with the GuarantorFiscal Quarter ending September 30, 2020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer), the unaudited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries as at the end of such quarter Fiscal Quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter Fiscal Quarter and the portion of the fiscal year through the end of such quarter, Fiscal Quarter setting forth in each case case, commencing with the Fiscal Quarter ending December 31, 2020 in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantor; and a Responsible Officer as being fairly stated in all material respects (iii) such additional financial subject to normal year-end audit adjustments and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all footnote disclosures). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Notwithstanding the foregoing or anything to the contrary in this Agreement, the obligations in paragraphs (a) and (b) of this Section 6.1 may instead, at the election of the Borrower in its sole discretion, be satisfied with respect to any financial statements of Holdings or the Borrower by furnishing (A) the applicable financial statements of any direct or indirect parent company of Holdings or the Borrower or (B) its or any such parent company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B); provided, however(i) to the extent (1) such financial statements relate to any such parent company and (2) either (I) such parent company (or any subsidiary of such parent company (other than Holdings and/or any of its Subsidiaries)) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such parent company’s ownership of Holdings, that the Guarantor shall not be required to deliver Borrower and its subsidiaries) or (II) there are material differences (as determined by the Borrower in good faith) between the financial statements described under clauses (i) of such parent company and its consolidated subsidiaries, on the one hand, and Holdings, the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such parent company and its consolidated subsidiaries, on the one hand, and the information relating to Holdings, the Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) above if to the extent such statements are available within in lieu of statements required to be provided under Section 6.1(a), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the time period required by applicable Requirements of Law on XXXXX or from other public sourcesrequirements set forth in Section 6.1(a).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Banks: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year Fiscal Year of the GuarantorBorrowers, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries Borrowers as at the end of such year Fiscal Year and the related audited consolidated statements of income and retained earnings changes in shareholders' equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous year, together with the opinion of independent certified by independent public accountants reasonably acceptable of nationally recognized standing, which opinion shall not contain a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit or qualification which would affect the computation of financial covenants contained herein other than a qualification for consistency due to a change in the Administrative Agent and application of GAAP with which the Letter of Credit Agent;Borrowers' independent certified public accountants concur; and (iib) as soon as available, but in any event not later than sixty (60) within 60 days after the end of each Fiscal Quarter, a copy of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor Borrowers as at the end of such quarter Fiscal Quarter and the related unaudited consolidated statement statements of income and changes in shareholders' equity and cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through Borrowers' Fiscal Year ended at the end of such quarterFiscal Quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and corresponding portion of the Borrowers' previous Fiscal Year, all certified (subject to normal year, each in the form reasonably acceptable to the Administrative Agent -end adjustments and the Letter omission of Credit Agentfootnotes) as to fairness of presentation, certified GAAP and consistency by the chief financial officer of the Guarantor; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesan Authorized Officer.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to and each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower and Parent, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries and Parent and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related to the (i) occurrence of the Revolving Termination Date or a (ii) a failure to satisfy financial covenants in this Agreement (whether or not such failure has occurred)), by a “Big Four” accounting firm or other independent certified by independent public accountants reasonably accountant acceptable to Lender in accordance with the Administrative Agent Uniform System of Accounts (or such other accounting basis acceptable to Lender) and include such footnotes as required pursuant to GAAP (it being understood that (x) the Letter filing with the SEC by the Borrower of Credit Agent;annual reports of the Borrower and its consolidated Subsidiaries on Form 10-K and (y) the filing with the SEC by the Parent of annual reports of the Parent and its consolidated Subsidiaries on Form 10-K shall, in each case, satisfy the related requirement of this Section 6.1 (iia) to the extent such annual reports include the information specified herein); and (b) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower and Parent, the unaudited consolidated balance sheet of the Guarantor Borrower its consolidated Subsidiaries and Parent and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable include such footnotes as required pursuant to the Administrative Agent and the Letter of Credit AgentGAAP, certified by the chief financial officer a Responsible Officer of the Guarantor; and Borrower as being fairly stated in all material respects (iiisubject to normal year-end audit adjustments) (it being understood that (x) the filing with the SEC by the Borrower of quarterly reports of the Borrower and its consolidated Subsidiaries on Form 10-Q and (y) the filing with the SEC by the Parent of quarterly reports of the Parent and its consolidated Subsidiaries on Form 10-Q shall, in each case, satisfy the related requirement of this Section 6.1(b) to the extent such additional financial and other quarterly reports include the information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all specified herein). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that ) consistently throughout the Guarantor shall not be required to deliver the financial statements described under clauses (i) periods reflected therein and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourceswith prior periods.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy Bank in form and detail satisfactory to each Liquidity the Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):: (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such calendar quarter and the related unaudited consolidated statement of income for such quarter and the that portion of the fiscal calendar year through ending with such quarter, a statement of assets and liabilities (including, without limitation, contingent liabilities) of the end Borrowers as of the close of such quarter, setting forth certified by the Borrowers to the best of their knowledge as being true and complete in all material respects; (b) together with each case statement of assets and liabilities, (i) a letter showing which assets each Borrower owns individually, which assets are owned by the other Borrower individually and which assets are owned jointly by the Borrowers. Such assets shall be valued on a basis consistent with that used in comparative form the figures preparation of the September 30, 1995 statement of assets and liabilities, except as explained in any notes to the quarterly statement which such letter accompanies; and (ii) an update on the status of the audit by the Internal Revenue Service of the Borrower's federal tax returns (which update may be included in the footnotes to such statement of assets and liabilities; the level of disclosure for such updates will be sufficient if the same as for previous updates included in such footnotes); and (c) as soon as available and in any event not more than 90 days after the end of each calendar year, (i) a statement of personal cash flow of the Borrowers for the previous year then ended and projected cash flow of the Borrowers for the following year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief Borrowers to the best of their knowledge as being true and complete in all material respects, and (ii) a balance sheet of DWG, showing the financial officer condition of DWG as of the Guarantorclose of such year and prepared in accordance with sound accounting principles consistently applied, all certified by its partners as fairly presenting the financial condition of DWG; and (iiid) promptly upon request, such additional financial and other information concerning the operations, condition (financial or otherwise), business, assets or prospects of any Loan Party as the Trustee, the Administrative Agent or the Letter of Credit Agent may Bank from time to time may reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy and Lenders, in form and detail reasonably satisfactory to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year Fiscal Year of the GuarantorBorrower (commencing with the Fiscal Year ended January 29, 2012), a copy of the audited consolidated Consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated statements of income or operations, Shareholders’ Equity and retained earnings and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, certified all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by independent public accountants a report and unqualified opinion of Deloitte & Touche LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agent;such audit; provided, however, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by the delivery of, the Annual Report of the Borrower on Form 10-K for such Fiscal Year, signed by the duly authorized officer or officers of the Borrower, within 90 days after the end of each Fiscal Year of the Borrower. (iib) as soon as available, but in any event not later than sixty (60) within 45 days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of the GuarantorBorrower (commencing with the Fiscal Quarter ended April 28, the unaudited consolidated 2012), a Consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter Fiscal Quarter, and the related unaudited consolidated statement statements of income or operations, Shareholders’ Equity and cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterBorrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of the previous yearFiscal Year and (C) the corresponding portion of the previous Fiscal Year, each all in the form reasonably acceptable reasonable detail, such Consolidated statements to the Administrative Agent and the Letter of Credit Agent, be certified by the chief financial officer a Responsible Officer of the Guarantor; and (iii) such additional financial and other information Borrower as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct fairly presenting in all material respects respect the financial condition, results of operations, Shareholders’ Equity and prepared in reasonable detail cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP applied consistently throughout GAAP, subject only to normal year-end audit adjustments and the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein)absence of footnotes; provided, however, that that, so long as the Guarantor shall not be Borrower is required to deliver file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph (except for clause (A) above) shall be deemed satisfied by the delivery of the Quarterly Report of the Borrower on Form 10-Q for the relevant fiscal quarter, signed by the duly authorized officer or officers of the Borrower, within 45 days after the end of each of the first three Fiscal Quarters of the Borrower; (c) as soon as available, but in any event within 30 days after the end of each of the Fiscal Months of each Fiscal Year of the Borrower (commencing with the Fiscal Month ended December 31, 2011), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (d) as soon as available, but in any event on or before the end of each Fiscal Year of the Borrower, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Agent, including an Availability model, consolidated balance sheets and statements described under clauses of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (iincluding the Fiscal Year in which the Maturity Date occurs) and (ii) above if projected Store openings and Store closings, and as soon as available, any significant revisions to such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesforecast with respect to such Fiscal Year.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who which shall furnish a copy make available such items to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the actual figures as of the end of and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified by independent public accountants reasonably acceptable of nationally recognized standing, provided that delivering to the Administrative Agent and copies of the Letter of Credit Agent;Borrower’s Annual Report on Form 10-K for such period shall satisfy the foregoing requirements; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the actual figures as of the end of and for the corresponding period in the previous year, each certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the form reasonably acceptable absence of footnotes), provided that delivering to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer copies of the Guarantor; and (iii) Borrower’s Quarterly Report on Form 10-Q for such additional financial and other information as period shall satisfy the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably requestforegoing requirements; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be . Information required to deliver be delivered pursuant to the financial statements described under clauses foregoing Section 6.1(a) and (b) or pursuant to Section 6.2(c) below shall be deemed to have been delivered on the date on which Borrower delivers electronic copies of such information to the Administrative Agent or on the date on which the Borrower provides notice (including notice by email) to the Administrative Agent (which notice the Administrative Agent will convey promptly to the Lenders) that such information has been posted on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 6.2(a) or (b) and (ii) above if the Borrower shall deliver paper copies of such statements are available within information to the time period required by applicable Requirements Administrative Agent, and the Administrative Agent shall deliver paper copies of Law on XXXXX or from other public sourcessuch information to any Lender that requests such delivery.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who which shall furnish a copy such financial statements and information to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of by the Guarantordate required to be delivered to the SEC (or such date as may be extended by the SEC), but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income operations, changes in partners’ equity and retained earnings and of cash flows for such yearfiscal year (or, in the case of the fiscal year ending December 31, 2014, the period from the Closing Date through December 31, 2014), and to the extent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable fiscal year (it being understood that a reconciliation shall be provided pursuant to Section 6.2(a) to the Administrative Agent extent there are any Unrestricted Subsidiaries), all (except with respect to such reconciliation) prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agentsuch audit (other than to the extent any such qualification or exception results from a potential inability to satisfy any indebtedness (including indebtedness hereunder) that will be due and payable as a result of a current debt maturity); (iib) beginning with the fiscal quarter ending June 30, 2014 by the date required to be delivered to the SEC (or such date as soon as availablemay be extended by the SEC), but in any event not later than sixty within 45 days (60or 60 days in the case of the fiscal quarter ending June 30, 2014) days after the end of each of the first three fiscal quarters of each fiscal year of the GuarantorBorrower, the unaudited a consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statement of operations for such fiscal quarter and the related unaudited consolidated statement statements of income operations and cash flow for such quarter and the portion of the Borrower’s fiscal year through then ended, and to the end of such quarterextent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous year, each in fiscal year and the form reasonably acceptable corresponding portion of the previous fiscal year (it being understood that a reconciliation shall be provided pursuant to Section 6.2(a) to the Administrative Agent and the Letter of Credit Agent, extent there are any Unrestricted Subsidiaries) certified by the chief financial officer a Responsible Officer of the Guarantor; and (iii) such additional Borrower as fairly presenting the financial condition, results of operations and other information as cash flows of the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete Borrower and correct in all material respects and prepared in reasonable detail its Restricted Subsidiaries in accordance with GAAP applied consistently throughout GAAP, subject only to normal year-end audit adjustments and the periods reflected therein absence of footnotes; (c) within 60 days after December 31, 2014, and within 45 days after the end of each fiscal year of the Borrower thereafter, an annual budget of the Borrower and its Restricted Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of projected debt balances, statements of operations and capital expenditure budget of the Borrower and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year and in form, scope and detail substantially similar to the annual business plan and budget delivered to the General Partner (with prior periods (except as approved by such accountants or officerthe exception that the materials delivered under this Section 6.1(c) shall be presented on a quarterly basis). Notwithstanding anything herein to the contrary, as to any information contained in public filings (such as in annual, regular, periodic or special reports, proxies, registration statements which the case Borrower may befile or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and disclosed thereinor with any national securities exchange, or financial statements or other reports or communications sent to public investors in the Borrower generally) (collectively, a “Public Filing”); provided, however, the Borrower shall not be separately required to furnish such information under Section 6.1(a) or 6.1(b) above (it being agreed that the Guarantor certification of a Responsible Officer required under Section 6.1(b) shall not be required to deliver be delivered to the financial statements described under clauses extent the related financials are contained in any such applicable public filing (i) it being agreed and (ii) above if understood that, for purposes hereof, such statements are available within the time period required certification shall be deemed made by applicable Requirements of Law on XXXXX or from other public sourcessuch Public Filing)).

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy and each Lender, in form and detail satisfactory to each Liquidity Bank), the Trustee Administrative Agent and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Required Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as practicable, but in any event within one hundred and twenty not later than ninety (12090) days after the end of each fiscal year of the GuarantorBorrowers, a copy of the audited consolidated balance sheet of the Guarantor Borrowers and its consolidated their Subsidiaries at as of the end of such year year, and the related audited consolidated statements statement of income and retained earnings and consolidated statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP consistently applied, and certified, without qualification and without an expression of uncertainty as to the ability of any of the Borrowers or any of their Subsidiaries to continue as going concerns, by Xxxxx Xxxxxxxx LLP or by other independent certified public accountants reasonably satisfactory to the Required Lenders, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default, provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of each fiscal year of the Borrowers, (i) copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as of the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such fiscal quarter and the portion of the Borrowers fiscal year then elapsed, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent fiscal year and the Letter comparisons to projections for such period, all in reasonable detail and prepared in accordance with GAAP consistently applied (subject to year-end adjustments and footnote information required by GAAP consistently applied), together with a certification by the principal financial or accounting officer of Credit Agentthe Borrowers that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnote information required by GAAP consistently applied); and (ii) a list (such list to specify whether any addition is an addition of a Company-Owned Property or a Franchised Property) of any new Restaurants acquired or opened (or any Restaurants closed or sold) within such fiscal quarter by Borrowers and any of their Subsidiaries and any new Restaurants scheduled to be acquired or opened (or any Restaurants scheduled to be closed or sold) within the next year after such fiscal quarter and, if applicable, amended Exhibits B and/or Exhibit C reflecting the addition of any new Company-Owned Properties or Franchised Properties (or the deletion of any Company-Owned Properties or Franchised Properties), as applicable, which amended Exhibit B and/or Exhibit C shall be substituted as a replacement Exhibit B and/or Exhibit C to this Agreement, as applicable; (iic) as soon as availablepracticable, but in any event not later than sixty within thirty (6030) days after the end of each of the first three quarters of fiscal month in each fiscal year of the GuarantorBorrowers, the unaudited consolidated balance sheet financial statements of the Guarantor as at the end of such quarter Borrowers and the related unaudited consolidated statement of income their Subsidiaries for such quarter fiscal period and the portion of the Borrowers’ fiscal year through the end of such quarterthen ending, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous year, each in the form reasonably acceptable to the Administrative Agent fiscal year and the Letter comparisons to projections for such period, prepared in accordance with GAAP consistently applied (subject to year-end adjustments and footnote information required by GAAP consistently applied) (except that the projections used for such comparison purposes must only have been prepared in good faith based upon assumptions believed by Borrowers to have been reasonable at the time), together with a certification by the principal financial or accounting officer of Credit Agentthe Borrowers that the information contained in such financial statements fairly presents in all material respects the financial condition of the Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnote information required by GAAP consistently applied); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a Compliance Certificate certified by the chief principal financial or accounting officer of the GuarantorBorrowers and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Article XIV (it being further acknowledged and agreed that each such Compliance Certificate shall, in any event, include computations with respect to whether Borrower is, or would be, in compliance with the covenant set forth in Section 14.04 if such covenant did then apply, whether or not Section 14.04 provides that such covenant does if fact apply for such period) and (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature furnished to the holders of direct or indirect equity interests in Borrowers or filed with the Securities and Exchange Commission; (f) within forty-five (45) days after the beginning of each fiscal year of the Borrowers and, if a Default or Event of Default shall have occurred and be continuing, from time to time upon the request of the Administrative Agent, projections and budgets of the Borrowers and their Subsidiaries organized for the next fiscal year on a period-by-period and quarter-by-quarter basis updating those projections delivered to the Lenders prior to the date hereof and or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 6.01(f); and (iiig) from time to time such additional other financial data and other information (including accountants, management letters) as the Trustee, the Administrative Agent or the Letter of Credit Agent any Lender may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Administrative Agent (who shall promptly following receipt thereof furnish a copy to each Letter of Credit Bankthe Lenders): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorHoldings, a copy of the SEC Form 10-K filed by Holdings with the SEC for such fiscal year, or, if no such Form 10-K was so filed by Holdings for such fiscal year, the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries and whether or not such Form 10-K was filed, of the Borrower and its Subsidiaries, as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings operations, of common stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of Holdings, a copy of the GuarantorSEC Form 10-Q filed by Holdings with the SEC for such quarterly period, or, if no such Form 10-Q was so filed by Holdings with respect to any such quarterly period, the unaudited consolidated balance sheet of Holdings and its Subsidiaries, and whether or not such Form 10-Q was filed, of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer a Responsible Officer of the Guarantor; and (iii) such additional financial and other information Holdings, as the Trusteecase may be, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above to be complete and correct as being fairly stated in all material respects and (subject to normal year-end audit adjustments). All such financial statements shall be prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided. Subject to the next succeeding sentence, however, that information delivered pursuant to this Section 6.1 to the Guarantor shall not Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at xxxx://xxx.xxxxxxxxxx.xxx. Information delivered pursuant to this Section 6.1 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 11.2(b) hereto. Information required to deliver be delivered pursuant to this Section 6.1 (to the financial statements extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxx.xxx (to the extent such information has been posted or is available as described under clauses (i) and (ii) above if in such statements are available within the time period notice). Information required by applicable Requirements of Law on XXXXX or from other public sourcesto be delivered pursuant to this Section 6.1 shall be in a format which is suitable for transmission.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the fifth Business Day after (60i) days after the 135th day following the end of the fiscal year of the Borrower ending January 28, 2018 and (ii) the 120th day following the end of each fiscal year of the Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer) ending thereafter, a copy of the consolidated balance sheet of the Borrower as at the end of such year and the related consolidated statements of operations, equity and cash flows for such year, setting forth, commencing with the financial statements for the fiscal year ending February 3, 2019, in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely toarises solely with respect to, results from or arises on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not contain any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, the Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially similar to the management’s discussion and analysis of financial information included in the offering memorandum for the Senior Notes); (b) as soon as available, but in any event not later than the fifth Business Day following (I) the 90th day following the end of the quarterly period ending July 30, 2017, the unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for such quarterly period and (II) (i) the 90th day following the end of the quarterly period ending October 29, 2017 and (ii) the 60th day following the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower (or such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the fiscal quarter ending April 29, 2018, the unaudited consolidated balance sheet of the Guarantor Borrower as at the end of such quarter and the related unaudited consolidated statement statements of income operations and changes in cash flows of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case commencing with the financial statements for the fiscal quarter ending October 28, 2018 in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion and analysis of financial information with respect to the financial statements included in the form reasonably acceptable offering memorandum for the Senior Notes); (c) to the Administrative Agent extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the Letter of Credit Agent, certified material adjustments necessary (as determined by the chief Borrower in good faith, which determination shall be conclusive) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial officer of the Guarantorstatements; and (iiid) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause delivered pursuant to Subsection 7.1(a) or (ib) above to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be complete and correct certified by a Responsible Officer of the Borrower to) fairly present in all material respects the financial condition of the Borrower and, if applicable the applicable Parent Entity or IPO Vehicle and, its Subsidiaries in conformity with GAAP and prepared to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Borrower, to the knowledge of such Responsible Officer, as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officerdisclosed therein, as and except, in the case may beof any financial statements delivered pursuant to Subsection 7.1(b), and disclosed thereinfor the absence of certain notes); provided. Notwithstanding anything in clausesclause (a) or (b) of this Subsection 7.1 to the contrary, howeverexcept as expressly required with respect to Unrestricted Subsidiaries in clause (c) above, that the Guarantor in no event shall not any annual or quarterly financial statements delivered pursuant to clausesclause (a) or (b) of this Subsection 7.1 be required to deliver (x) include any segment reporting, reporting with respect to non-consolidated subsidiaries, separate consolidating financial information with respect to the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements described or information for the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under clauses the Securities Act andor (iz) comply with Rule 3-03(e), Rule 3-05, Rule 3-09, Rule 3-10 and (ii) above if such statements are available within Rule 3-16 of Regulation S-X under the time period required by applicable Requirements of Law on XXXXX or from other public sourcesSecurities Act.

Financial Statements. The Guarantor Each Loan Party shall furnish deliver to the Administrative Agent (who shall furnish a copy for distribution to each Liquidity BankLender), the Trustee in form and the Letter of Credit detail reasonably satisfactory to Administrative Agent (who shall furnish a copy to each Letter of Credit Bank):and Required Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Borrower (commencing with the Guarantorfiscal year ending December 31, 2021), a copy consolidated and consolidating statement of the audited consolidated balance sheet of the Guarantor assets and its consolidated Subsidiaries liabilities as at the end of such year fiscal year, together with the related schedule of investments and related audited consolidated statements of income and retained earnings and of operations, changes in cash flows for such yearfiscal period, setting forth and changes in each case net assets for such fiscal period, all in comparative form the figures for the previous yearreasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified by independent public accountants accountant of nationally recognized standing reasonably acceptable to Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Administrative Agent scope of such audit, and such consolidating statements to be certified by a Responsible Officer of Borrower to the Letter effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Credit AgentBorrower; (iib) as soon as available, but in any event not later than within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the GuarantorBorrower, the an unaudited consolidated balance sheet and consolidating statement of the Guarantor assets and liabilities as at the end of such quarter and fiscal quarter, together with the related unaudited consolidated statement schedule of income investments and statements of operations, changes in cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth and changes in each case net assets for such fiscal quarter, all in comparative form the figures for the previous yearreasonable detail, each in the form reasonably acceptable such consolidated statements to the Administrative Agent and the Letter of Credit Agent, be certified by the chief executive officer, chief financial officer officer, treasurer or controller of Borrower as fairly presenting in all material respects the financial condition, results of operations, and cash flows of the GuarantorConsolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes (other than explanatory footnotes) and such consolidating statements to be certified by a Responsible Officer of Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower; (c) as soon as available, but in any event at least fifteen (15) days before the end of each fiscal year of such Loan Party, forecasts prepared by management of Borrower, in form satisfactory to Administrative Agent and Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Consolidated Group on a monthly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs); provided, that such forecasts shall be based solely on the Properties owned by the Consolidated Group as of the date of such forecast and shall not reflect anticipated equity contributions to be made to Borrower or dividends and distributions to be made by Borrower; provided further, that forecasts in the format provided to Administrative Agent prior to the Closing Date shall be deemed to be in a form satisfactory to Administrative Agent and Required Lenders for purposes of this clause (c); and (iiid) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above as soon as reasonably practicable, but in any event at least fifteen (15) days before the end of each fiscal year of Borrower, a capital and operating budget for each Unencumbered Property; and (ii) as soon as reasonably practicable but in any event within sixty (60) days after the end of each fiscal quarter of Borrower, (A) a statement of all income and expenses for such fiscal quarter in connection with each Unencumbered Property, (B) a current rent roll (including agings of rent payments) as of last day of such fiscal quarter in connection with each Unencumbered Property, including in each case a comparison to be complete the budget, each certified in writing as true and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved without duplication of any materiality standards set forth therein) by such accountants or officer, as the case may bea Responsible Officer of Borrower, and disclosed therein); provided(C) other statements, howeverreports, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcesinformation as Administrative Agent may reasonably request.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent and each Lender: (who shall furnish a copy a) with respect to each Liquidity Bank)fiscal year of Borrower ending after the Closing Date, the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank): (i) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 120 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous yearyear and reported on without a “going concern” or like qualification or exception, certified or qualification arising out of the scope of the audit, by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit AgentIndependent Accountants; (iib) as soon as available, but in any event not later than sixty (60) 30 days after the end of each of calendar month commencing on the first three quarters of each fiscal year of the Guarantormonth ending September 30, 2013, the unaudited consolidated balance sheet sheets of the Guarantor Borrower and its Subsidiaries as at the end of such quarter month and the related unaudited consolidated statement statements of income and of cash flows for such quarter month and the portion of the fiscal year through the end of such quartermonth, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); (c) as soon as available, but in any event not later than 30 days after the end of each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agentmonth a schedule, certified by the chief financial officer a Responsible Officer, a detail of the GuarantorCapital Expenditures made by Borrower and its Subsidiaries during such month in such form and with such detail as Agent shall request, together with a comparison to the corresponding period in the most recently delivered Projections; and (iiid) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent any Lender may from time to time reasonably request; all . All such financial statements furnished under clause (i) above delivered pursuant to this Section 5.1 shall be complete and correct in all material respects and prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants the Independent Accountants or officerResponsible Officer, as the case may be, and disclosed therein); provided, however, that the Guarantor and quarterly financial statements shall be subject to normal year-end audit adjustments and need not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required accompanied by applicable Requirements of Law on XXXXX or from other public sourcesfootnotes).

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy and each Lender, in form and detail satisfactory to each Liquidity Bank), the Trustee Administrative Agent and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Required Lenders: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year Fiscal Year of the GuarantorBorrower, a copy of the audited consolidated Consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year Fiscal Year, the related Consolidated statements of income or operations for such Fiscal Year and the related audited consolidated statements of income shareholders’ equity and retained earnings and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified by independent public accountants accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agentsuch audit or with respect to the absence of any material misstatement; it being acknowledged by the parties hereto that delivery of a copy the Borrower’s Annual Report on Form 10-K on or before the date specified above shall satisfy the requirements of this Section 6.01(a); (iib) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of the GuarantorBorrower, the unaudited consolidated a Consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and Fiscal Quarter, the related unaudited consolidated statement Consolidated statements of income or operations for such quarter Fiscal Quarter and for the portion of the fiscal year through Fiscal Year then ended and the end related consolidated statements of shareholders’ equity and cash flows for such quarterFiscal Quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous year, each in the form reasonably acceptable to the Administrative Agent Fiscal Year and the Letter corresponding portion of Credit Agentthe previous Fiscal Year, all in reasonable detail and certified by the chief financial officer a Responsible Officer of the GuarantorBorrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and (iii) such additional financial and other it being acknowledged by the parties hereto that delivery of a copy the Borrower’s Quarterly Report on Form 10-Q on or before the date specified above shall satisfy the requirements of this Section 6.01(b). As to any information as the Trusteecontained in materials furnished pursuant to Section 6.02(d), the Administrative Agent or the Letter of Credit Agent may from time Borrower shall not be separately required to time reasonably request; all furnish such financial statements furnished information under clause (ia) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout or (b) above, but the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor foregoing shall not be required in derogation of the obligation of the Borrower to deliver furnish the financial statements information and materials described under clauses in subsections (ia) and (iib) above if such statements are available within at the time period required by applicable Requirements of Law on XXXXX or from other public sourcestimes specified therein.

Financial Statements. The Guarantor Borrower shall furnish deliver, or cause to the Administrative Agent (who shall furnish a copy be delivered, to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantor, but as soon as available and in any event within one hundred and twenty sixty (12060) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower and Guarantor, a copy of the audited unaudited consolidated balance sheet sheets of the Borrower and Guarantor and its consolidated Subsidiaries as at the end of such year period and the related audited unaudited consolidated statements of income and retained earnings and of cash flows for Borrower and Guarantor for such yearperiod and the portion of the fiscal year through the end of such period, if applicable, setting forth in each case in comparative form the figures for the previous year, certified accompanied by independent public accountants reasonably acceptable a certificate of a Responsible Officer of Borrower or Guarantor, as applicable, which certificate shall state that said financial statements fairly present the financial condition and results of operations of Borrower or Guarantor, as applicable, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to the Administrative Agent and the Letter of Credit Agentnormal year-end audit adjustments); (iib) as soon as available, but available and in any event not later than sixty within one hundred twenty (60120) days after the end of each of the first three quarters of each fiscal year of the Borrower and Guarantor, the unaudited consolidated balance sheet sheets of the Borrower and Guarantor as at the end of such quarter fiscal year and the related unaudited consolidated statement statements of income and retained earnings and of cash flows for Borrower and Guarantor for such quarter and the portion of the fiscal year through the end of such quarteryear, if applicable, setting forth in each case in comparative form the figures for the previous year, each prepared in the form reasonably acceptable to the Administrative Agent accordance with GAAP, and the Letter of Credit Agent, certified by Borrower or Guarantor, as applicable, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly and accurately present the chief consolidated financial officer condition and results of operations of Borrower or Guarantor, as applicable, in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year; (c) promptly and in any event within five (5) Business Days following receipt thereof from the Servicer, copies of property level information made available to Borrower and all other required reports, rent rolls, financial statements, certificates and notices (including, without limitation, any notice of the Guarantoroccurrence of a default or an event of default under the Underlying Loan Documents) required to be delivered to Borrower by the Underlying Borrowers under the Underlying Loan Documents; and (iiid) such additional financial promptly and other information as the Trusteein any event within ten (10) days following written request therefor by Lender, the Administrative Agent or the Letter of Credit Agent may from time to time such other information regarding the financial condition, operations, or business of Borrower and the Underlying Mortgage Properties in the possession of Borrower (or Borrower’s servicer) as Lender may reasonably request; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy Furnish to each Liquidity Bank), the Trustee Agent and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: -------------------- (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable certified (with respect to the Administrative Agent 1998 fiscal year and the Letter of Credit Agent, certified thereafter) by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiic) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such additional financial and other information as the Trusteemonth), the Administrative Agent or unaudited consolidated balance sheets of the Letter Borrower and its Subsidiaries as at the end of Credit Agent may from time such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified (with respect to time reasonably requestthe 1998 fiscal year and thereafter) by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); all such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy Agent, for distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than any qualifications as may be required as a result of (x) an actual or prospective default or event of default with respect to a financial covenant under this Agreement and the definitive documentation governing any material Indebtedness (including the financial covenant set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), by Gxxxx Xxxxxxxx LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) within 45 days after the end of each of the first three quarters fiscal quarterly periods of each fiscal year of the GuarantorBorrower (commencing with the fiscal quarter ended September 30, 2021), the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statement statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures from the budget and for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments) and inclusive of any management discussion and analysis accompanying such financial officer of the Guarantorstatements; and (iii) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided) consistently throughout the periods reflected therein and with prior periods. Additionally, however, that the Guarantor shall not be documents required to deliver be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the financial statements described under clauses extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) and on the Borrower’s website on the Internet at the website address listed in Section 10.2; or (ii) above when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) the Borrower shall deliver paper copies of such statements are available within documents to the time period required Administrative Agent upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by applicable Requirements the Administrative Agent; and (B) upon request by the Administrative Agent to the Borrower, the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of Law on XXXXX the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or from other public sourcesto maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy for further distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Guarantorterms hereof), a copy of the audited consolidated balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Guarantor terms hereof) and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of operations and income and retained earnings and of cash flows (loss) for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of any independent certified by independent public accountants reasonably acceptable accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the Administrative Agent scope of such audit (other than any such exception, qualification or explanatory paragraph that is with respect to, or resulting from, (i) an upcoming maturity date under any Indebtedness, (ii) any potential inability to satisfy a financial maintenance covenant, including the Financial Covenant, on a future date or in a future period or any actual breach of the Financial Covenant at such time or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), together with a management’s discussion and analysis of financial information in a form substantially consistent with the Letter of Credit Agentmanagement’s discussion and analysis delivered to the Sponsor; (iib) as soon as available, but in any event not later within 45 days (other than sixty (60the last fiscal quarter of a fiscal year) days after the end of each of the first three fiscal quarters of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Guarantorterms hereof) (commencing with the first fiscal quarter for which financial statements were not delivered prior to the Closing Date), the unaudited a consolidated balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Guarantor terms hereof) and its Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statement statements of operations and income (loss) for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower (or of Parent, any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) as fairly presenting in all material respects the financial condition, results of operations of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with a management’s discussion and analysis of financial information in a form substantially consistent with the management’s discussion and analysis delivered to the Sponsor; (c) [reserved];unless and until amended or waived by the Required Lenders and the Required Revolving Lenders, within 30 days after the end of each fiscal month of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) (commencing with the first (d) [reserved]; andunless and until amended or waived by the Required Lenders and the Required Revolving Lenders, on or prior to the Friday of each week following any week in which Liquidity is less than $12,500,000, beginning with the Friday of the first full week ending after the Third Amendment Effective Date, the Borrower shall prepare and deliver to the Administrative Agent, Ally Representative and Blackstone Credit Representative, a 13-week cash flow statement in form and substance {reasonably satisfactory to the Ally Representative and }Blackstone Credit Representative (the “Cash Flow Report”), which Cash Flow Report shall reflect the Borrower’s good faith projection of all weekly cash receipts and disbursements in connection with the operation of its business during such 13-week period. Commencing with the second such Cash Flow Report, the Borrower shall also provide the Administrative Agent, Ally Representative and Blackstone Credit Representative a report, comparing Xxxxxxxx’s actual cash receipts and disbursements for the immediately preceding week to projected cash receipts and disbursements for such week {as set forth in the form reasonably acceptable }Cash Flow Report; and (e) concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the option of the Borrower, the applicable financial statements or, as applicable, forecasts of (I) any successor of the Borrower or (II) Borrower, Holdings Topco or any Parent Holding Company; provided that to the extent such information relates to the Borrower or a Parent Holding Company, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Borrower, Holdings Topco or any Parent Holding Company, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, and (B) (i) in the event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC, within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the Letter scope of Credit Agentaudit (other than any such qualification, certified by exception or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the chief financial officer event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Guarantor; and (iiiterms hereof) such additional financial and other information as the Trustee, delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the Letter of Credit Agent may from applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC, within the time to time reasonably request; all such financial statements furnished under frames set forth in clause (ib) above above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section with respect to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout such fiscal quarter to the periods reflected therein and with prior periods (except as approved extent that it contains the information required by such accountants clause (b); in each case to the extent that information contained in such Form 10-K or officerForm 10-Q (or similar filings in the applicable jurisdiction) satisfies the requirements of clauses (a) or (b) of this Section 6.01, as the case may be. To the extent the SEC has granted the ability to extend any financial statement reporting deadline generally to all non-accelerated filers, including pursuant to Rule 12b-25 (but only to the extent the Borrower, Holdings Topco, Parent or any Parent Holding Company has complied with the filing and disclosed thereinother requirements of Rule 12b-25 that would have been required if the Borrower, Holdings Topco, Parent or such Parent Holding Company were a non-accelerated filer by posting any such required filings (or filings substantially similar to what Rule 12b-25 would require) to the Administrative Agent); provided, however, that (the Guarantor shall not “Extended SEC Reporting Deadline”) and such Extended SEC Reporting Deadline would be required to deliver later than the deadline for delivery of the corresponding financial statements described under clauses of the Borrower pursuant to clause (ia) and or (iib) above if such statements are available within of this Section 6.01 (the time period required “Section 6.01 Reporting Deadline”), then the applicable Section 6.01 Reporting Deadline shall be automatically deemed to be extended to the date of the Extended SEC Reporting Deadline, without any further action by applicable Requirements of Law on XXXXX or from other public sourcesany party (this proviso, the “Reporting Extension Provision”).

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy for delivery to each Liquidity Bank), the Trustee Lender (and the Letter of Credit Administrative Agent (who shall furnish a copy agrees to each Letter of Credit Bankmake and so deliver such copies): (i) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent; (iia) as soon as available, but in any event not later than sixty the fifth Business Day after the 90th day following the end of each fiscal year of the Parent Borrower ending on or after December 31, 2004, a copy of the consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (60it being agreed that the furnishing of the Parent Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Parent Borrower’s obligation under this subsection 7.1(a) days with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); and (b) as soon as available, but in any event not later than the fifth Business Day after the 45th day (or (x) in the case of the quarterly period ended March 31, 2004, the 75th day or (y) in the case of the quarterly periods ended, respectively, June 30, 2004 and September 30, 2004, the 60th day) following the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorParent Borrower, the unaudited consolidated balance sheet of the Guarantor Parent Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income operations and cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by a Responsible Officer of Holding as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the chief financial officer furnishing of the Guarantor; andParent Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the Securities and Exchange Commission, will satisfy the Parent Borrower’s obligations under this subsection 7.1(b) with respect to such quarter); (iiic) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause delivered pursuant to subsection 7.1(a) or (ib) above to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, howeverand except, that in the Guarantor shall not be required to deliver the case of any financial statements described under clauses (i) and (ii) above if such statements are available within delivered pursuant to subsection 7.1(b), for the time period required by applicable Requirements absence of Law on XXXXX or from other public sourcescertain notes).

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy for prompt further distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (i) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred 120 days after the end of the fiscal year ending January 1, 2011 and twenty (120) within 90 days after the end of each subsequent fiscal year of the GuarantorHoldings, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries and, if different, Holdings and its Restricted Subsidiaries, in each case as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, stockholders’ equity and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous yearfiscal year (or, certified in lieu of such additional audited financial statements for Holdings and its Restricted Subsidiaries, a reconciliation reflecting such financial information for Holdings and its Restricted Subsidiaries, on the one hand, and Holdings and its Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by independent public accountants reasonably acceptable a report and opinion of Xxxxx Xxxxxxxx LLP with respect to the Administrative Agent 2010 fiscal year or any other independent registered public accounting firm of nationally recognized standing thereafter, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Letter scope of Credit Agentsuch audit; (ii) as soon as available, but in any event not later than sixty within 45 days (60or, solely in the case of the fiscal quarter ending April 2, 2011, within 75 days) days after the end of each of the first three fiscal quarters of each fiscal year of Holdings (commencing with the Guarantorfiscal quarter ending April 2, the unaudited 2011), a consolidated balance sheet of the Guarantor Holdings and its Subsidiaries and, if different, Holdings and its Restricted Subsidiaries, in each case as at the end of such quarter fiscal quarter, and the related unaudited (A) consolidated statement statements of income or operations for such fiscal quarter and for the portion of the fiscal year through then ended and (B) a consolidated statement of cash flows for the end portion of such quarterthe fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous year, each in the form reasonably acceptable to the Administrative Agent fiscal year and the Letter corresponding portion of Credit Agentthe previous fiscal year (or, in lieu of such unaudited financial statements for Holdings and its Restricted Subsidiaries, a reconciliation reflecting such financial information for Holdings and its Restricted Subsidiaries, on the one hand, and Holdings and its Subsidiaries, on the other hand), all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the chief financial officer condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries and Holdings and its Restricted Subsidiaries, as applicable, in accordance with GAAP, subject only to normal year end adjustments and the Guarantor; andabsence of footnotes; (iii) as soon as available, and in any event no later than 90 days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such additional Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; (iv) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(i) and other information 6.01(ii) above, statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (v) on the 15th Business Day of each fiscal month (or more frequently as the TrusteeLead Borrower may elect), a certificate in the Administrative Agent form of Exhibit I showing the Tranche 1 Borrowing Base and showing the Tranche 2 Borrowing Base and listing Account Debtors that are subject to the U.S. Factoring Agreements (each such certificate, a “Borrowing Base Certificate”) as of the close of business for the immediately preceding fiscal month (or in the Letter case of Credit Agent may from time to time reasonably request; all such financial statements furnished under clause (i) above a voluntary delivery of a Borrowing Base Certificate at the election of the Lead Borrower, a subsequent date), each Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Lead Borrower by a Responsible Officer of the Lead Borrower; provided that if a Cash Dominion Event shall have occurred and prepared be continuing, such Borrowing Base Certificate shall be furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Friday; and provided, further, that (x) after any Disposition or Casualty Event with respect to Collateral having a fair market value in reasonable detail excess of $5,000,000 and subject to the Tranche 1 Borrowing Base or Tranche 2 Borrowing Base (other than sales of inventory in accordance with GAAP applied consistently throughout the periods reflected therein ordinary course of business) or (y) upon the occurrence of an Account Debtor Change, the Lead Borrower shall promptly (and with in any event prior periods (except as approved by to the next Borrowing) deliver a revised Borrowing Base Certificate reflecting such accountants Disposition, Casualty Event or officerAccount Debtor Change, as the case may be; and (vi) as soon as available, and disclosed therein); provided, however, that in any event no later than 25 days after the Guarantor shall not be end of each fiscal month of Holdings for which the Consolidated Fixed Charge Coverage Ratio is required to deliver be tested pursuant to Section 6.17, an unaudited consolidated balance sheet of Holdings and its Subsidiaries and, if different, Holdings and its Restricted Subsidiaries, in each case as at the end of such fiscal month, and the related (A) consolidated statements of income or operations for such fiscal month and for the portion of the fiscal year then ended and (B) a consolidated statement of cash flows for the portion of the fiscal year then ended (or, in lieu of such unaudited financial statements for Holdings and its Restricted Subsidiaries, a reconciliation, reflecting such financial information for Holdings and its Restricted Subsidiaries, on the one hand, and Holdings and its Subsidiaries, on the other hand), all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial statements described under condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries and Holdings and its Restricted Subsidiaries, as applicable, in accordance with GAAP, subject only to normal year-end adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in clauses (i) and (ii) above if of this Section 6.01 may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of Holdings that holds all of the Equity Interests of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (1) to the extent such information relates to a parent of the Lead Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a stand alone basis, on the other hand and (2) to the extent such information is in lieu of information required to be provided under Section 6.01(i), such financial statements are available within audited and accompanied by a report and opinion of Xxxxx Xxxxxxxx LLP with respect to the time period required by applicable Requirements 2010 fiscal year or any other independent registered public accounting firm of Law on XXXXX nationally recognized standing thereafter, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or from other public sourceslike qualification or exception or any qualification or exception as to the scope of such audit.

Financial Statements. The Guarantor shall Account Party will furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):LC Issuer: (ia) promptly after each annual meeting of as soon as available (but only if Holdings is no longer required to make such filing with the GuarantorSEC), but in any event within one hundred and twenty the earlier of (120i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the GuarantorSEC is due, a copy of the audited consolidated balance sheet of the Guarantor Holdings and its consolidated Subsidiaries subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management’s discussion and analysis, by RSM US LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (iib) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than sixty within the earlier of (60i) forty-five (45) days after the end of each of the first three quarters quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the GuarantorSEC is due, the unaudited consolidated balance sheet of the Guarantor Holdings and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each certified by a Responsible Officer as being fairly stated in the form reasonably acceptable all material respects (subject to the Administrative Agent normal year-end audit adjustments and the Letter absence of Credit Agentfootnotes), certified accompanied by the chief financial officer of the Guarantor; and (iii) such additional financial a customary management’s discussion and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all analysis. All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraphs (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officerofficers, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required . In regard to deliver the financial statements described under clauses subsections (ia) and (iib) above above, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of (a) or (b) above, as the case may be, and satisfy the time requirements thereof if such statements are available filed within the time period required by applicable Requirements thereby); however, electronic copies of Law on XXXXX or from other public sourcessuch reports must still be delivered to the LC Issuer.

Financial Statements. The Guarantor shall furnish Deliver to the Administrative Agent (who shall furnish a copy for prompt further distribution to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the GuarantorBorrower (or, with respect to the first fiscal year ended after the Closing Date, as soon as available, but in any event within one hundred twenty (120) days after the end of such fiscal year), a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, stockholders’ equity and retained earnings and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, certified all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accountants reasonably acceptable accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Administrative Agent and the Letter scope of Credit Agentsuch audit; (iib) as soon as available, but in any event not later than sixty event, within forty-five (6045) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the GuarantorBorrower (or, with respect to the unaudited fiscal quarters of the fiscal year ended after the Closing Date, as soon as available, but in any event within seventy-five (75) days after the end of such fiscal quarters), a consolidated balance sheet of the Guarantor Borrower and its Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited (i) consolidated statement statements of income or operations for such fiscal quarter and for the portion of the fiscal year through then ended and (ii) consolidated statements of cash flows for the end portion of such quarterthe fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in reasonable detail and certified by a Responsible Officer of the form reasonably acceptable Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to the Administrative Agent normal year-end adjustments and the Letter absence of Credit Agent, certified by the chief financial officer of the Guarantorfootnotes; and (iiic) simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and (b) above the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such additional consolidated financial and other information as statements. Notwithstanding the Trusteeforegoing, the Administrative Agent or obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Letter of Credit Agent may from time to time reasonably request; all such Borrower and its Subsidiaries by furnishing (A) the applicable financial statements furnished under clause of any direct or indirect parent of the Borrower that holds all of the Equity Interests of the Borrower, (B) the Borrower’s (or any direct or indirect parent thereof, as applicable), Form 10-K or 10-Q, as applicable, filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), (i) above to be complete and correct in all material respects and prepared the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods differences between the information relating to the Borrower (except as approved by or such accountants or officerparent), as on the case may beone hand, and disclosed therein); providedthe information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, however, that on the Guarantor shall not be required to deliver the financial statements described under clauses (i) other hand and (ii) above if to the extent such statements information is in lieu of information required to be provided under Section 6.01(a), such materials are available within the time period required accompanied by applicable Requirements a report and opinion an independent registered public accounting firm of Law on XXXXX or from other public sourcesnationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who with sufficient copies for each Lender, which shall furnish a copy in turn be promptly distributed by the Administrative Agent to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty (120) 95 days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower, the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by the chief financial officer of the Guarantora Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (iiic) as soon as available, but in any event not later than 30 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such additional financial and other information as the Trusteemonth), the Administrative Agent or unaudited consolidated balance sheet of the Letter Borrower and its Subsidiaries as at the end of Credit Agent may from time such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to time reasonably request; all normal year-end audit adjustments). All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor financial statements delivered pursuant to paragraphs (b) and (c) above shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sourcescontain footnote disclosure.

Financial Statements. The Guarantor shall furnish (a) Furnish to the Administrative Agent (who shall furnish a copy to on behalf of each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit Bank):Lender: (i) promptly after each annual meeting of the Guarantoras soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the GuarantorBorrower, a copy of the audited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearyear and the current year budget, reported on without any material qualification or exception including a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (except to the extent solely due to the scheduled occurrence of a maturity date within one (1) year from the date of such audit or the potential inability to satisfy the financial covenant set forth in Section 8.1), by KPMG LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agent;nationally recognized standing; and (ii) as soon as available, but in any event not later than sixty forty-five (6045) days after the end of each of the first three quarters quarterly periods of each fiscal year of the GuarantorBorrower (or, in the case of the first fiscal quarter ending after the Closing Date, sixty (60) days after the end of such fiscal quarter), the unaudited consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent year and the Letter of Credit Agentcurrent year budget, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the chief financial officer absence of the Guarantor; andfootnotes). (iiib) such additional financial and other information as the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all All such financial statements furnished under clause (i) above to shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that . (c) Notwithstanding the Guarantor shall not be required to deliver the foregoing such financial statements described under clauses (i) may be delivered in the form and (ii) above if such statements are available within with the time period accompanying certifications required by applicable Requirements of Law on XXXXX or from other public sourcesfor filing Forms 10-K and Forms 10-Q with the SEC.

Financial Statements. The Guarantor shall furnish Furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), on behalf of the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Letter of Credit BankLenders): (ia) promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) 90 days after the end of each fiscal year of the GuarantorCompany, a copy of the audited consolidated balance sheet of the Guarantor Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (except for qualifications resulting from any pending maturity of Indebtedness under the Existing Convertible Notes (including any Permitted Refinancings thereof), any pending maturity of Indebtedness under this Agreement or any actual or potential non-compliance with financial covenants herein or therein), by Deloitte & Touche LLP or other independent certified by independent public accountants reasonably acceptable to the Administrative Agent and the Letter of Credit Agentnationally recognized standing; (iib) as soon as available, but in any event not later than sixty (60) 45 days after the end of each of the first three quarters fiscal quarterly periods of each fiscal year of the GuarantorCompany, the unaudited consolidated (i) balance sheet of the Guarantor Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement quarter, (ii) statements of income for such quarter and the portion of the fiscal year through the end of such quarter and (iii) statements of cash flows for the portion of the fiscal year through the end of such quarter, setting forth in each the case of clause (i) in comparative form the figures as of the end of the previous fiscal year and in the case of clauses (ii) and (iii) in comparative form the figures for the previous year, each corresponding periods in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agentprevious fiscal year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end and audit adjustments and the chief financial officer absence of the Guarantorfootnotes); and (iiic) such additional if any Restricted Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with the delivery of financial and other information statements under clause (a) or (b) above, financial statements (in substantially the same form as the Trusteefinancial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Company and its Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather account for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, the Administrative Agent or the Letter together with an explanation of Credit Agent may from time to time reasonably requestreconciliation adjustments in reasonable detail; all such financial statements furnished under clause (i) above to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on XXXXX or from other public sources.