Common use of Other Information Clause in Contracts

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificatesinformation respecting the business, reports and information condition (financial or otherwise) ), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Agent, or any Lender Party through the Administrative Agent Agent, may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))reasonably request. Documents required to be delivered pursuant to this Section 5.01 Sections 5.03(b) or (c) or 5.03(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that: (iiiA) on which the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or (ivelectronic mail) with respect of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any financial statements outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by furnishing marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (Aalthough it may be sensitive and proprietary) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each the Borrower or its securities for purposes of clauses United States federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such other certificates, reports data and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Required Lenders. Documents required to be delivered pursuant to this Section 5.01 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Company posts such documents (documents, or provides a link thereto) thereto on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower Company shall promptly notify the Administrative Agent (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, (ii) on which such documents are delivered by the Borrower to the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for posting delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure websitesimilar electronic system (the “Platform”) and (b) certain of the Lenders (each, if anya “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to which each Lender such Persons’ securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the Administrative Agent word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC” (or by expressly authorizing their posting as such in writing), will the Company be deemed to have access (whether a commercial, third party website or whether sponsored by authorized the Administrative Agent), the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivalthough it may be sensitive and proprietary) with respect to any item required the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the obligations Company shall be under no Obligation to xxxx any Borrower Materials “PUBLIC.” Notwithstanding anything to the contrary in paragraphs this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 5.01 may be satisfied 7.01 with respect to any financial statements of such Fiscal Quarter to the Borrower extent that it contains the information required by furnishing such paragraph (A) b); in each case to the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, extent that information contained in such Form 10-K or Form 10-QQ satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)case may be.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercialor the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)next succeeding Business Day.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent or any Lender through the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of the Borrower neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Holdings or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower Holdings or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Representative (or a representative thereof) (x) posts such documents or (or y) provides a link theretothereto on the website of the Borrowers (or their applicable subsidiary) on the Internet at the website address listed in Section on Schedule 9.01; provided that provided, that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Representative shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrowers (or their applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower Representative to the Administrative Agent for posting on behalf of the Borrower Representative on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings the applicable Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs Sections 5.01(a), (ab) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings (or any other Parent Company) or (B) Holdings’ the Holding’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements or Form 10-K or Form 10-Q, as applicable, shall either (x) certify that such Parent Company (or such other parent company) is not engaged in any material business operations and that there are no material differences between the information relating to such Parent Company (or such other parent company), on the one hand, and the information relating to Holdings and its consolidated subsidiaries, on the other hand or (y) be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Holdings and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “going concernHoldings” and scope of audit (except for any such qualification pertaining therein were references to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Company.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (w) information required under the Patriot Act, (x) an updated Beneficial Ownership Certification, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercialor the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)next succeeding Business Day.

Other Information. Such other certificatesEach Loan Party shall, reports and shall cause its Subsidiaries to, promptly deliver such additional information (regarding the business, financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business corporate affairs of any member of the Borrower and its Restricted Subsidiaries; providedConsolidated Group, however, that none or compliance with the terms of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersLoan Documents, (b) in respect of which disclosure to as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject may from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time reasonably request. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the internet at the website address listed in Section 9.01on Schedule 10.02; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an internet or another relevant secure 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: (iiiA) on which the Borrower or the applicable Loan Party shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (ivwhich may be by facsimile or electronic mail) with respect the Administrative Agent and each Lender of the posting of any such documents and provide to any item the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to be delivered pursuant provide paper copies of the Compliance Certificates required by Section 6.02(a) to Section 5.01(j) the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in respect of information filed any event shall have no responsibility to monitor compliance by Holdings any Loan Party or its applicable Parent Company Subsidiary thereof with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such With reasonable promptness upon any such request, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower Credit Parties and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Subsidiaries as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.0111.1; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which ; provided that: the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent) Agent or (iv) with respect such Lender. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements the Borrower or its securities) (each, a “Public Lender”). The Borrower will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by furnishing marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (Aalthough it may be sensitive and proprietary) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers and its their Restricted Subsidiaries, including information and documentation reasonably requested by Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any of its their subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.1(m)); provided, further to the extent any certificates, reports or other information are withheld or otherwise not provided in reliance on any of the foregoing clauses (i) through (iv), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision of such information. Documents required Holdings hereby acknowledges that (a) Agent and/or Lead Arranger will make available to be delivered pursuant the Lenders materials and/or information provided by or on behalf of Holdings hereunder (collectively, “Holdings Materials”) by posting the Holdings Materials on IntraLinks, SyndTrak or a substantially similar secure electronic system (the “Platform”) and (b) Public Lenders may have personnel who do not wish to this Section 5.01 receive MNPI with respect to the Holdings and its Restricted Subsidiaries, or the respective securities of any of the foregoing, and who may be delivered electronically engaged in investment and if so deliveredother market-related activities with respect to any such Persons’ securities. Holdings hereby agrees that it will use commercially reasonable efforts to identify that portion of the Holdings Materials that may be distributed to the Public Lenders and that (w) all such Holdings Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Holdings Materials “PUBLIC,” Holdings shall be deemed to have been delivered authorized Agent, Lead Arranger, the Issuing Banks and the Lenders to treat such Holdings Materials as not containing any MNPI (although it may be sensitive and proprietary) (provided, however, that to the extent such Holdings Materials constitute Information, they shall be treated as set forth in Section 17.9); (y) all Holdings Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Agent and Lead Arranger shall treat any Holdings Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the date Platform not designated “Public Side Information.” Notwithstanding the foregoing, Holdings shall not be under any obligation to xxxx any Holdings Materials “PUBLIC.” Holdings agrees that (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLoan Documents, (ii) on which such documents are any financial statements delivered by the Borrower pursuant to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender Section 5.1 and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent any Compliance Certificates (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to excluding any item annual budget required to be delivered pursuant to Section 5.01(j5.1(h) to the extent attached to any Compliance Certificate) delivered pursuant to Section 5.1(c) will, in respect of information filed by each case, be deemed to be “public-side” Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports Materials and Form 10-K reports), on which such items have been may be made available on to Lenders; provided, however, that to the SEC website or extent Holdings believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and Holdings so advises Agent in writing at the website time of the relevant analogous governmental or private regulatory authority or securities exchangedelivery of such Compliance Certificate, such Compliance Certificate shall not be deemed to be “public-side” Holdings Materials, but Holdings shall promptly provide Agent with a version of such Compliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Holdings Materials. Notwithstanding the foregoing, the obligations in paragraphs clauses (a), (b) and (bd) of this Section 5.01 5.1 may be satisfied with respect to any financial statements information of the Borrower Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Securities Exchange Commission.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Lead Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of their respective representatives) its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is prohibited by any applicable Requirement being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of Law, (c) that is subject to attorney-client such binding contractual obligation or similar privilege or constitutes attorney work product or (d) in respect the loss of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)professional privilege). Documents required to be delivered pursuant to this Section 5.01 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) posts such documents (documents, or provides a link theretothereto on Lead Borrower’s website on the Internet; or (ii) at on which such documents are posted on Lead 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 address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the (x) Lead Borrower shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or another relevant secure websitetheir respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, 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 which each Lender and potential holders of its 144A securities, and, accordingly, the Borrowers hereby (i) authorizes the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address make financial statements and other information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s)above, as applicable, Form 10-K or 10-Q, as applicable, filed along with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, Credit Documents and the information relating list of Disqualified Lenders, available to the Borrower on a standalone 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 Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrowers will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the extent Administrative Agent in writing that such statements are in lieu materials do not constitute material non-public information within the meaning of statements required the federal securities laws or that the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be provided under Section 5.01(bposted to Public-Xxxxxx), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining . Notwithstanding anything herein to the maturity of any Indebtedness occurring within twelve (12) months of contrary, in no event shall Lead Borrower request that the relevant audit Administrative Agent make available to Public-Xxxxxx budgets or any potential inability certificates, reports or calculations with respect to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at Borrowers’ compliance with the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)covenants contained herein.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject shall reasonably request from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time. Documents required to be delivered pursuant to this Section 5.01 7.2(c) hereunder or that are otherwise required to be filed with the SEC and are subject to electronic filing with the SEC may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in specified pursuant to Section 9.0111.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (which notice may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, (ii) on which such documents are delivered and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent for posting and/or BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements of the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by furnishing (A) marking Borrower Materials “PUBLIC,” the applicable financial statements of Holdings (or Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10material non-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that public information with respect to each the Borrower or its securities for purposes of clauses United States Federal and state securities laws; (Ay) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (B), (iz) to the extent such financial statements relate to Administrative Agent and BAS shall treat any Parent Company, such financial statements shall be accompanied by unaudited consolidating information Borrower Materials that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such other certificates, reports and information (financial or otherwise) In each case as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender may from time to time reasonably request, (i) the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any member of their respective representatives) is prohibited the Consolidated Group, or compliance with the terms of the Loan Documents by the Borrower, and each Loan Party other than the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any Loan Party, or compliance with the terms of the Loan Documents by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))thereto. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the internet at the website address listed in Section 9.01on Schedule 10.02; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an internet or another relevant secure 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: (iiiA) on which the Borrower or the applicable Loan Party shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (ivwhich may be by facsimile or electronic mail) with respect the Administrative Agent and each Lender of the posting of any such documents and provide to any item the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to be delivered pursuant provide paper copies of the Compliance Certificates required by Section 6.02(a) to Section 5.01(j) the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in respect of information filed any event shall have no responsibility to monitor compliance by Holdings any Loan Party or its applicable Parent Company Subsidiary thereof with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such With reasonable promptness upon any such request, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower Credit Parties and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Subsidiaries as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.0111.1; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which ; provided that: the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent) Agent or (iv) with respect such Lender. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements the Borrower or its securities) (each, a “Public Lender”). The Borrower will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by furnishing marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (Aalthough it may be sensitive and proprietary) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Investor.”

Other Information. Such As promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other certificatesinformation regarding the operations, reports business affairs and information (financial condition of Aleris or otherwise) any of its Subsidiaries, or compliance with the terms of any Credit Document, as the Administrative Agent may reasonably request from time to time regarding (on behalf of itself or any Lender). Notwithstanding the financial condition or business of foregoing, the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information obligations in clauses (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, and (b) of this Section 9.01 may be satisfied with respect to financial information of Aleris and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10Q, as applicable, filed with the Securities and Exchange Commission; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in respect reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Aleris and its Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of which disclosure information required to be provided under clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national 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 Lender (qualification or any exception as to the scope of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))audit. Documents required to be delivered pursuant to this Section 5.01 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Aleris posts such documents (documents, or provides a link theretothereto on Aleris’ website on the Internet; or (ii) at on which such documents are posted on Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that that: (i) upon written request by the Borrower Administrative Agent, Aleris shall promptly deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Aleris shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Aleris shall be required to provide paper copies of the compliance certificates required by clause (iid) on which such documents are delivered by the Borrower of this Section 9.01, to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item . The financial statements required to be delivered pursuant to Section 5.01(j9.01(b) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) first Fiscal Quarter after the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with Closing Date shall not be required to contain all accounting adjustments relating to the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) Transaction to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statements.

Other Information. Such other certificatesPromptly, reports from time to time, and information (financial or otherwise) as upon the reasonable written request of the Administrative Agent may or the Required Lenders, other reasonably request from time requested (in writing) information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to time the information required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any Requirement of Law or any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; providedany Loan Document), howeverwaive any attorney-client or similar privilege, that none of the Borrower nor or disclose any Restricted Subsidiary shall be required to disclose attorney work product or provide any information (a) item that constitutes non-registered Intellectual Property, non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))information. Documents required to be delivered pursuant to this Section 5.01 5.01(a) through Section 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect equityholder of the Borrowers (provided that, to the extent such information is provided with respect to a direct or indirect equityholder of the Borrowers other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such equityholder, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect equityholder of the Borrowers, filed with the SEC, and/or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrowers’ behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender (other than any Lender not permitted to access such website in accordance with the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrowers have posted such documents on their own website to which each Lender (whether a commercialother than any Lender not permitted to access such website in accordance with the provisions hereof or of any other Loan Document) and the Administrative Agent have access and notified the Administrative Agent in writing (including by email) of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), the Borrowers shall thereafter promptly be required to provide copies (iiiwhich may be by facsimile or other electronic transmission, including email) on which such of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of information filed by Holdings or its applicable Parent Company with such documents. If the delivery of any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)next succeeding Business Day.

Other Information. Such other certificates, reports and additional information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such documents are faxed to in respect of the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item items required to be delivered pursuant to Section 5.01(j) in above with respect of to information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material 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 the Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and Holdings 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 CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Holdings and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Parent Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 of the Parent Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) ), and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Parent Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, the Borrower Borrowers and its their Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Holdings or any Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of Holdings on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of Holdings (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the any Borrower to the Administrative Agent for posting on behalf of the Borrower Borrowers on IntraLinksIntralinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsincluding, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Holdings and/or the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings, the Borrowers or their respective subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be unqualified clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to “going concern” Holdings, each Borrower or their respective securities for purposes of U.S. Federal, state and scope of audit foreign securities laws (except for any such qualification pertaining provided, however, that to the maturity of any Indebtedness occurring within twelve extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (12y) months all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the relevant audit or Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any potential inability to satisfy any financial maintenance covenant Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, portion of the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Platform not designated “Public Side Information”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ; or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Administrative Borrower and its Restricted Subsidiaries; provided, however, that none of neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Administrative Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Administrative Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(j)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Administrative Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(i) above, the Administrative Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Administrative Borrower to the Administrative Agent for posting on behalf of the Administrative Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j5.01(i) above in respect of information filed by Holdings the Administrative Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bg) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Administrative Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ in the case of paragraphs (or any other Parent Company’s)a) and (b) of this Section 5.01, as applicable, the Form 10-K or 10-Q, as applicable, of the Administrative Borrower or any Parent Company filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Administrative Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Administrative 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 CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Administrative Borrower and its consolidated subsidiaries on a standalone stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Administrative Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Administrative Borrower” therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Top Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Top Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Top Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Top Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such As promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other certificatesinformation regarding the operations, reports business affairs and information (financial condition of Aleris or otherwise) any of its Subsidiaries, or compliance with the terms of any Credit Document, as the Administrative Agent may reasonably request from time to time regarding (on behalf of itself or any Lender). Notwithstanding the financial condition or business of foregoing, the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information obligations in clauses (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, and (b) of this Section 9.01 may be satisfied with respect to financial information of Aleris and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10Q, as applicable, filed with the Securities and Exchange Commission; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in respect reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Aleris and its Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of which disclosure information required to be provided under clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national 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 Lender (qualification or any exception as to the scope of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))audit. Documents required to be delivered pursuant to this Section 5.01 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Aleris posts such documents (documents, or provides a link theretothereto on Aleris’ website on the Internet; or (ii) at on which such documents are posted on Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that that: (i) upon written request by the Borrower Administrative Agent, Aleris shall promptly deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Aleris shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, (ii) on which such documents are delivered by the Borrower in every instance Aleris shall be required to the Administrative Agent for posting on behalf provide paper copies of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access compliance certificates required by clause (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (bd) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s)9.01, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Administrative Agent.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings the Borrower or its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Specified Parent Company) Company or (B) Holdings’ (or any other Specified Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Specified Parent Company and (2) either (I) such Specified Parent Company (or any other Specified Parent Company that is a subsidiary of such Specified Parent Company) 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 Specified Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Specified Parent Company and its consolidated subsidiaries, on the one hand, and 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 Specified Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, such other reasonably necessary information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrowers’ behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercialor on which the Borrowers have posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrowers shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)next succeeding Business Day.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, the Borrower Borrowers and its their Restricted Subsidiaries; providedSubsidiaries or that for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Beneficial Ownership Regulation (if applicable) or provide any information (a) that constitutes nonother applicable anti-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))money laundering laws. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Indivior plc or any Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of Indivior plc on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of Indivior plc (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the any Borrower to the Administrative Agent for posting on behalf of the Borrower Borrowers on IntraLinksIntralinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings Indivior plc or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsincluding, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Indivior plc by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company of Indivior plc or (B) Holdings’ Indivior plc’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Indivior plc as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).of

Other Information. Such Promptly following any request therefor, (x) such other certificatesinformation or existing documents regarding the operations, reports business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement and (y) information (financial and documentation reasonably requested by the Administrative Agent or otherwise) any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, as the Administrative Agent Agent, on behalf of any Lender, may reasonably request from time to time regarding time. Notwithstanding the financial condition or business of foregoing, the Borrower may place reasonable limits on access to, and its Restricted Subsidiaries; provideduse of, however, that none of the Borrower nor any Restricted Subsidiary shall be required to information which is proprietary or constitutes trade secrets and need not disclose or provide any information (ax) that constitutes non-financial Trade Secrets if such disclosure would be prohibited by Requirements of Law or non-financial proprietary information of a confidentiality agreement entered into by the Borrower on an arm’s length basis and in good faith or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (cy) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))product. Documents required to be delivered pursuant to this Section 5.01 and 5.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link theretothereto on the Borrower’s website on the Internet; or (ii) at on which such documents are posted on the Borrower’s behalf on an Internet or intranet website or the website address listed in Section 9.01of the SEC, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall promptly notify the Administrative Agent (which notice may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents at and, if requested by the website address listed in Section 9.01 and Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Top Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in 111 Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Top Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Top Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Top Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificatesPromptly, reports and (i) such additional information (regarding the business, legal, financial or otherwise) corporate affairs of any Loan Party or any Restricted Subsidiary thereof as the Administrative Agent or any Lender through the Administrative Agent may reasonably request from time to time regarding reasonably request. Notwithstanding anything to the financial condition or business of the Borrower and its Restricted Subsidiaries; providedcontrary in this Section 6.02, however, that none of the Borrower nor any Restricted Subsidiary shall Parties will be required to disclose or provide permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersinformation, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by Law or any applicable Requirement of Law, binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))product. Documents required to be delivered pursuant to this Section 5.01 6.01(a), (b), or (c) or Section 6.02(b) or (c) (or to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are posted on the Borrower’s (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered by the Borrower pursuant to the Administrative Agent for posting terms hereof) behalf on behalf of the Borrower on IntraLinks, SyndTrak Platform or another relevant secure internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that the Borrower shall notify (iiiwhich may be by facsimile or electronic mail) on which the Administrative Agent of the posting of any such documents are faxed described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (or electronically mailed i.e., soft copies) of such documents to an address provided the extent requested by the Administrative Agent. The Administrative Agent shall have no responsibility to monitor compliance by the Borrower, and each Lender shall be solely responsible for timely accessing posted documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who wish only to receive information that (i) is publicly available, (ii) is not material with respect to the Borrower Parties or their respective securities for purposes of applicable foreign, United States federal and state securities laws with respect to the Borrower or its Subsidiaries, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Borrower in good faith) (such information, “Public Side Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all the Borrower Materials shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by furnishing marking Borrower Materials “PUBLIC SIDE” or “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat the Borrower Materials as only containing Public Side Information (Aprovided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the applicable Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable for posting on a portion of the Platform designated “Public Side Information”. Notwithstanding anything herein to the contrary, financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect delivered pursuant to each of clauses (ASections 6.01(a) and (B), (ib) and Compliance Certificates delivered pursuant to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company6.02(a) shall be accompanied by deemed to be suitable for posting on a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months portion of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Platform designated “Public Side Information”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower Parent and its Restricted SubsidiariesSubsidiaries or compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Parent or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k5.01(l)); provided, further, that in the event the Parent does not provide any certificate, report or information requested pursuant to this Section 5.01(l) in reliance on the preceding proviso, the Parent shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Parent shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (iv) on which the Borrower Parent (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 10.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower Parent shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the or a link thereto on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (iivi) on which such documents are delivered by the Borrower Parent to the Administrative Agent for posting on behalf of the Borrower Parent on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iiivii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (ivviii) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings the Parent or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Parent (including with respect to delivery of a Narrative Report) by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that with respect . No financial statement required to each of clauses be delivered pursuant to Section 5.01(a) or (Ab) and (B), (i) shall be required to include acquisition accounting adjustments relating to any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) the Borrower’s, Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company and there are material differences resulting from material operations or material Indebtedness of such Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to the information required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes disclose any attorney work product or (d) in respect of which the Borrower any item that constitutes non-registered Intellectual Property, non-financial trade secrets or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))non-financial proprietary information. Documents required to be delivered pursuant to this Section 5.01 5.01(a) through Section 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect parent of the Borrower (provided that, to the extent such information is provided with respect to a direct or indirect parent of the Borrower other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect parent of the Borrower, filed with the SEC, or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender (other than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender (whether a commercialother than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)next succeeding Business Day.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Principal Investor Representative or the Administrative Agent (for itself or on behalf of any Lender) may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event the Borrower does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Consent Party that such certificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. 149 Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the or a link thereto on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings Holdings, the Borrower or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may instead be satisfied with respect to any financial statements of the U.S. Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or to any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent if (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any third party Indebtedness and/or operations (other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand (other than differences which are immaterial, as mutually determined by the Borrower and the Administrative Consent Party), such financial statements or the Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information (which need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (or another accounting firm reasonably acceptable to the Administrative Consent Party, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Borrower” or the “U.S. Borrower” therein were references to such Parent Company. 150 No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all -161- #94513555v35 material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such (x) other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the in connection with Ultimate Parent or its Subsidiaries’ financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any (y) information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to and documentation reasonably requested by the Administrative Agent or any Lender (or any for purposes of their respective representatives) is prohibited by any compliance with applicable Requirement of Law“know your customer” and anti-money laundering rules and regulations, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which including the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Patriot Act. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Agent (or a representative thereofx) posts such documents (or other than with respect to documents required to be delivered pursuant to Section 5.01(l)), (y) provides a link thereto) thereto on the Borrower Agent’s website on the Internet at the website address listed on Schedule 9.01 or (z) with respect to the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed with any securities exchange or the SEC or any governmental or private regulatory authority (other than Form 10-K and 10-Q reports satisfying the requirements in Section 9.015.01(b) 104 and (c), as applicable), makes such items available on the website of such exchange authority or the SEC or other applicable governmental or private regulatory authority; (ii) on which such documents are posted on the Borrower Agent’s behalf on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) the date on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower Agent shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs clauses (a), (b) and (bc) of this Section 5.01 may be satisfied with respect to any financial statements information of the Borrower Ultimate Parent and its subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, the Form 10-K or 10-Q, as applicable, of the Borrower Agent or any Parent Company, as applicable, filed with the SEC; provided that, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses subclauses (A) and (B)) of this paragraph, (i) to the extent such financial statements relate information relates to any a direct or indirect parent of the Borrower Agent (other than Ultimate Parent Companyand Holdings), such financial statements shall be information is accompanied by unaudited consolidating or other information that summarizes explains in reasonable detail the differences between the information relating to such Parent Companydirect or indirect parent, on the one hand, and the information relating to the Borrower Ultimate Parent and its subsidiaries on a standalone 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 hand and (ii) to the extent such statements are information is in lieu of statements information required to be provided under Section 5.01(b5.01(c), such financial statements of Holdings (or materials are, to the other relevant Parent Company) shall be extent applicable, accompanied by a report and opinion of an BDO USA, P.A. or other independent registered certified public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to accountants meeting the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position requirements of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Section.

Other Information. Such other certificates, reports and information (financial or otherwise, including information and documentation reasonably requested by a Lender to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation) as the Administrative Agent or any Lender may reasonably request from time to time regarding in connection with the Lead Borrower’s or its Restricted Subsidiaries’ financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))business. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Borrowers (or a representative thereof) posts post such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify on Schedule 5.01 (which notice such schedule may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide updated from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, time); (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j5.01(i) above in respect of information filed by Holdings the Lead Borrower or any of its applicable Parent Company Subsidiaries with any securities commission or exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs Sections 5.01(a), (a) b), and (bi) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings the Lead Borrower (or any other Parent Company) or (B) Holdings’ the Lead Borrower’s (or any other Parent Company’s), as applicable, Form 8-K, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of (A) one of the “Big Four” accounting firms, (B) an independent registered public accounting firm of nationally recognized national standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).or

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) with respect to Parent or any its Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiariesrequest; provided, however, that none of the Borrower nor any Restricted Subsidiary shall Borrowers will not be required to (A) provide any budgets, forecasts, projections or other forward looking information, or (B) disclose or provide permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersinformation, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativescontractors) is prohibited by law or any applicable Requirement of Lawbinding agreement, or (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))product. Documents required to be delivered pursuant to this Section 5.01 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of Borrowers post such documents, or provide a link thereto on the Borrowers’ website on the Internet; or (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrowers’ behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent); provided that (i) Borrowers shall, upon request of the Administrative Agent, deliver copies of (iiiwhich delivery may be by electronic transmission) on which such documents are faxed to the Administrative Agent and (ii) Borrowers shall notify the Administrative Agent (by facsimile or electronically mailed electronic mail) of the posting of any such documents. Each Lender shall be solely responsible for requesting delivery to an address it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent) or , the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (ivalthough it may be sensitive and proprietary) with respect to any item required the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Borrowers hereby (i) authorize the Administrative Agent to make financial statements and other information provided pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s)above, as applicable, Form 10-K or 10-Q, as applicable, filed along with the SECCredit Documents, in each case, within the time periods specified in such paragraphs; provided, that with respect available to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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 Public-Xxxxxx and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state agree that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for time the periods indicated in conformity with GAAP).Section

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, Intermediate Holdings, the Borrower and its Restricted Subsidiaries, including information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of Holdings, Intermediate Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(m)). ; provided, further to the extent any certificates, reports or other information are withheld or otherwise not provided in reliance on any of the foregoing clauses (i) through (iv), the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision of such information; and Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts or files such documents or (or y) provides a link thereto, in each case, on EXXXX at wxx.xxx.xxx (or other successor government website that is freely and readily available to the Administrative Agent) or at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(m) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the foregoing website address listed in Section 9.01 addresses and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). 100 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (ivcollectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower and its Restricted Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to any item such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mxxx any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 5.01 and (iii) any Compliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.01(j5.01(h) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with to the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect extent attached to any financial statements of the Borrower by furnishing (ACompliance Certificate) the applicable financial statements of Holdings (or any other Parent Companydelivered pursuant to Section 5.01(c) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECwill, in each case, within the time periods specified in such paragraphsbe deemed to be “public-side” Borrower Materials and may be made available to Public Lenders; provided, however, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to the Borrower believes in good faith that any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one handCompliance Certificate (excluding any annual budget) contains MNPI, and the information relating Borrower so advises the Administrative Agent in writing at the time of delivery of such Compliance Certificate, such Compliance Certificate shall not be deemed to be “public-side” Borrower Materials, but the Borrower on shall promptly provide the Administrative Agent with a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer version of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for Compliance Certificate that redacts any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state portions thereof that contain MNPI so that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)redacted version may be “public-side” Borrower Material.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). 128 Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificates, reports data and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Required Lenders. Documents required to be delivered pursuant to this Section 5.01 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Company posts such documents (documents, or provides a link thereto) thereto on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower Company shall promptly notify the Administrative Agent (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, (ii) on which such documents are delivered by the Borrower to the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for posting delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure websitesimilar electronic system (the “Platform”) and (b) certain of the Lenders (each, if anya “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to which each Lender such Persons’ securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the Administrative Agent word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC” (or by expressly authorizing their posting as such in writing), will the Company be deemed to have access (whether a commercial, third party website or whether sponsored by authorized the Administrative Agent), the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivalthough it may be sensitive and proprietary) with respect to any item required the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the obligations Company shall be under no Obligation to xxxx any Borrower Materials “PUBLIC.” Notwithstanding anything to the contrary in paragraphs this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the 113 Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 5.01 may be satisfied 7.01 with respect to any financial statements of such Fiscal Quarter to the Borrower extent that it contains the information required by furnishing such paragraph (A) b); in each case to the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, extent that information contained in such Form 10-K or Form 10-QQ satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as applicable, filed the case may be. Compliance Certificates . Commencing with the SECdelivery of the financial statements required pursuant to Section 7.01(a) for the first full Fiscal Quarter ending after the Closing Date, deliver to the Administrative Agent for distribution to the Lenders within the required time period for delivery of financial statements required pursuant to Section 7.01(a) and Section 7.01(b), Compliance Certificates signed by a Responsible Officer. Minimum Liquidity Certificates . As soon as available and in any event within 10 Business Days following the last day of each calendar month occurring during the Covenant Relief Period, the Company shall furnish to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the computations necessary to determine whether the Company and its Restricted Subsidiaries were in compliance with Section 8.15 on the last day of the calendar month to which such certificate relates. NEGATIVE COVENANTS So long as the Termination Conditions have not been satisfied, each Borrower shall, and shall cause each of the Restricted Subsidiaries to comply with the following covenants: Mergers, Consolidations and Asset Sales . Neither the Borrowers nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (including, in each case, within the time periods specified in such paragraphs; provided, that with respect pursuant to each of clauses (A) and (Ba Delaware LLC Division), or make any Asset Sale, except for the following (i) and in each case, to the extent such financial statements relate to any Parent Companyapplicable, such financial statements the Net Available Proceeds therefrom shall be accompanied by unaudited consolidating information that summarizes applied as specified in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b2.04(b)(iii), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).):

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Borrower” therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) the Borrower’s, Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic e-mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 130 Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings or its applicable Parent Company the Borrower with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may instead be satisfied with respect to any financial statements and management’s discussion and analysis of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Borrower’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that with respect paragraphs and without any requirement to each provide notice of clauses such filing to the Administrative Agent or any Lender. No financial statement required to be delivered pursuant to Section 5.01(a) or (Ab) and (B), (i) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such With reasonable promptness (and in any event within 5 days) upon request therefor, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Group Company as the Administrative Agent or any Finance Party may reasonably request, which may include such information as any Finance Party may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates (which, for purposes of this subsection (j), shall include only a Lender, the parent holding company of such Lender (and any direct or any indirect Subsidiary of their respective representativesthe parent holding company of such Lender) is prohibited by any to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product regulations thereunder or (dii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in respect of which connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into U.S. Patriot Act, including in contemplation each case information concerning the Borrower’s direct and indirect members and its use of the requirements proceeds of this Section 5.01(k))the Credit Extensions hereunder. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01on Schedule 10.02; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, (iiiin every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) on which such documents are faxed to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (or electronically mailed a) the Administrative Agent and/or the Arranger will make available to an address the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent) or , the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (ivalthough it may be sensitive and proprietary) with respect to any item required the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating under no Obligation to such Parent Company, on the one hand, and the information relating to the mxxx any Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Materials “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)PUBLIC”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.01(k)); provided, further, that in the event the Parent Borrower does not provide any certificate, report or information requested pursuant to this clause ‎(k) in reliance on the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Parent Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section ‎Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to ‎Section 5.01(j) above, the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section ‎Section 5.01(j) above in respect of information filed by Holdings Holdings, the Parent Borrower or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a‎(a) and (b‎(b) of this Section ‎Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of Holdings the Parent Borrower (or any other Parent Company) or (B) Holdings’ the Parent Borrower’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A‎(A) and (B‎(B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section ‎Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall satisfy the applicable requirements set forth in ‎Section 5.01(b) as if the references to “Holdings” or “the Parent Borrower” (as applicable) therein were references to such Parent Company. No financial statement required to be delivered pursuant to ‎Section 5.01(a) or ‎(b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 141 Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent or any Lender may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries.; provided, however, that none of Holdings, the Lead Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Lead Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Holdingsthe Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Holdingsthe Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Holdingsthe Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries and Consolidated APCs on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Borrower” therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.01(k)); provided, further, that in the event the Parent Borrower does not provide any certificate, report or information requested pursuant to this clause ‎(k) in reliance on the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Parent Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section ‎Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to ‎Section 5.01(j) above, the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered 153 pursuant to Section ‎Section 5.01(j) above in respect of information filed by Holdings Holdings, the Parent Borrower or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a‎(a) and (b‎(b) of this Section ‎Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of Holdings the Parent Borrower (or any other Parent Company) or (B) Holdings’ the Parent Borrower’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A‎(A) and (B‎(B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section ‎Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall satisfy the applicable requirements set forth in ‎Section 5.01(b) as if the references to “Holdings” or “the Parent Borrower” (as applicable) therein were references to such Parent Company. No financial statement required to be delivered pursuant to ‎Section 5.01(a) or ‎(b) shall be unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ; or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any -105- 129590608_2#96809902v9 Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).statement. #94513555v35

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from From time to time regarding such other information concerning the Company and its Subsidiaries (including financial condition and management reports submitted to the Company by independent auditors in connection with each annual or business interim audit made by such auditors of the Borrower and its Restricted Subsidiaries; provided, however, that none books of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (aCompany) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which through the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 5.01 10.1.1, 10.1.2 or 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Company posts such documents (documents, or provides a link thereto) , on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 14.3 or on the SEC’s website; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by posted on the Borrower to the Administrative Agent for posting Company’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such document and, (iii) on which such documents are faxed promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic version (or electronically mailed to an address provided i.e., a soft copy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Lead Arrangers and/or the Administrative Agent will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Company hereunder (ivcollectively, “Borrower Materials”) to Lenders and potential Lenders by posting the Borrower Materials on an electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system (the “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Lenders and the proposed Lenders to treat such Borrower Materials as not containing any item required material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of Section 14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website through a portion of the relevant analogous governmental or private regulatory authority or securities exchangePlatform designated “Public Investor;” and (z) the Lead Arrangers and the Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Investor”. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements Company shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating under no obligation to such Parent Company, on the one hand, and the information relating to the xxxx any Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Materials “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)PUBLIC”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Top Borrower on IntraLinks, /SyndTrak or another 112 relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Top Borrower by furnishing (A) the applicable financial statements of Cotiviti Holdings (or any other Parent Company) Company or (B) Cotiviti Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to Cotiviti Holdings or any other Parent Company and (2) either (I) Cotiviti Holdings or such Parent Company (or any other Parent Company that is a subsidiary of Cotiviti Holdings or such Parent Company, as applicable) has any material third party Indebtedness and/or material operations (as determined by the Top Borrower in good faith and other than any operations that are attributable solely to Cotiviti Holdings’ or such Parent Company’s ownership of the Top Borrower and its subsidiaries) or (II) there are material differences between the financial statements of Cotiviti Holdings or such Parent Company, as applicable, and its consolidated subsidiaries, on the one hand, and the Top 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 Cotiviti Holdings or such Parent Company, as applicable, and its consolidated subsidiaries, on the one hand, and the information relating to the Top Borrower and its consolidated subsidiaries on a standalone stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Top Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Parent Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(j)). 135 Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section on Schedule 9.01; provided that the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (Ai) the applicable financial statements of Holdings (or any other Parent Company) or (Bii) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Parent Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the four fiscal quarter period following the relevant audit opinion or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Such other certificates, reports and customary additional information (financial or otherwise) that is readily available to the Borrower as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes a non-financial Trade Secrets trade secret or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)); provided, that in the event that such information has not been provided in reliance on clause (iii) and/or (iv) above, notice that information is being withheld must be provided to the Administrative Agent. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (A) posts such documents or (or B) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents document at the website address listed in Section on Schedule 9.01 and provide to the Administrative Agent an electronic version (i.e., a soft copy) of any such document by electronic mail electronic versions (i.e., soft copies) of such documents, which Schedule 9.01 may be updated from time to time); (ii) (A) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak IntraLinks/‌SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ) or (iiiB) on which such the relevant documents are faxed electronically mailed or otherwise transmitted to the Administrative Agent (or electronically mailed in a manner to an address provided by which the Administrative Agent) Agent may reasonably agree or (iviii) with after the consummation of a Public Company Transaction, in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(a), (b) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities and/or (other than Form 10-Q Reports and Form 10-K reports)j) above, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). 103 Notwithstanding the foregoing, the obligations in paragraphs Section 5.01(a), (ab) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements relevant information of the Borrower by furnishing (Ai) the applicable financial statements or other information required by such clauses of Holdings (or any other Parent Company) or (Bii) in the case of Sections 5.01(a) and (b), the Borrower’s or Holdings’ (or any other Parent Company’sCompany thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided, that that, with respect to each of clauses (Ai) and (Bii), (iA) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material 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 the Borrower and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and 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 CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone consolidated stand-alone basis, on the other handhand (other than any such difference relating to shareholders’ equity), which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (iiB) to the extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion with respect to the financial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be unqualified as required to “going concern” and scope of audit (except for include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustment in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such With reasonable promptness upon request therefor, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Group Company as the Administrative Agent or any Lender may reasonably request, which may include such information as any Lender may reasonably determine is necessary or advisable to enable it either (or any of their respective representativesi) is prohibited to comply with the policies and procedures adopted by any it and its Affiliates to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product regulations thereunder or (dii) in respect of which to respond to requests for information concerning the Borrower and its Subsidiaries from any governmental, self-regulatory organization or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into financial institution in contemplation connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, including in each case information concerning the Borrower’s direct and indirect shareholders and its use of the requirements proceeds of this Section 5.01(k))the Borrowing hereunder. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or Intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, (iiin every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) on which to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents are delivered referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower to the Administrative Agent with any such request for posting on behalf of the Borrower on IntraLinksdelivery, SyndTrak or another relevant secure website, if any, to which and each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating solely responsible for requesting delivery to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (it or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position maintaining its copies of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)documents.

Other Information. Such other certificates, reports data and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Required Lenders. Documents required to be delivered pursuant to this Section 5.01 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Company posts such documents (documents, or provides a link thereto) thereto on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower Company shall promptly notify the Administrative Agent (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, (ii) on which such documents are delivered by the Borrower to the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for posting delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, Materials that with respect to each of clauses (A) and (B), (i) may be distributed to the extent Public Lenders and that (w) all such financial statements relate to any Parent Company, such financial statements Borrower Materials shall be accompanied by unaudited consolidating information clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that summarizes in reasonable detail the differences between the information relating to such Parent Company, word “PUBLIC” shall appear prominently on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).first page thereof;

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower Parent and its Restricted Subsidiaries; provided, however, that none of the Borrower nor Parent or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Parent or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event Parent does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, Parent shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and Parent shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i1) on which the Borrower Parent (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that the Borrower that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, Parent shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the or a link thereto on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower Parent to the Administrative Agent for posting on behalf of the Borrower Parent on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iiivii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iviii) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings Parent or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (aNo financial statement required to be delivered pursuant to Section 5.01(a) and or (b) of this Section 5.01 may shall be satisfied with respect required to any financial statements of include acquisition accounting adjustments relating to the Borrower by furnishing (A) the applicable financial statements of Holdings (Transactions or any Permitted Acquisition or other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) Investment to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such From time to time such other certificates, information concerning the Company and its Subsidiaries (including financial and management reports and information (financial submitted to the Company by independent auditors in connection with each annual or otherwiseinterim audit made by such auditors of the books of the Company) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Bank through the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 10.1.1, 10.1.2 or 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) Company posts such documents (documents, or provides a link thereto) thereto on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 14.3; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower Company shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Bank) of the posting of any such documents at document and, promptly upon request by the website address listed in Section 9.01 and Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents, . The Company hereby acknowledges that (iia) on which such documents are delivered by the Borrower Lead Arrangers and/or Bank of America will make available to the Administrative Agent for posting Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) to Banks and potential Banks by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure websitesimilar electronic system (the “Platform”) and (b) certain of the Banks or potential Banks may be “public-side” Banks (i.e., if any, Banks that do not wish to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) receive material non-public information with respect to the Company or its securities) (each, a “Public Bank”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Banks and that (w) all Borrower Materials that are made available to Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Lead Arrangers, Bank of America, the Banks and the proposed Banks to treat such Borrower Materials as not containing any item required material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of Section 14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform designated “Public Investor;” and (z) the Lead Arrangers and Bank of America shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements Company shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating under no obligation to such Parent Company, on the one hand, and the information relating to the xxxx any Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Materials “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)PUBLIC”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower Company and its Restricted Subsidiaries; provided, however, that none of the Borrower nor Company or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Company or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Borrower Company or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event the Company does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, the Company shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Company shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section ‎Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company (or a representative thereof) (i) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower Company shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the or a link thereto on such website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower Company to the Administrative Agent for posting on behalf of the Borrower Company on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iiivii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iviii) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings the Company or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to 132 [[5470263]] securities (other than Form 10-Q Reports and Form 10-K reportsReports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (aNo financial statement required to be delivered pursuant to Section 5.01(a) and or (b) of this Section 5.01 shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statement. The Company shall conduct quarterly conference calls (which may be satisfied a single conference call together with respect to any financial statements investors and lenders holding other securities or Indebtedness of the Borrower by furnishing (ACompany, its Restricted Subsidiaries and/or any parent entity, including the Senior Notes) to discuss results of operations. Each quarterly conference call shall be following the applicable last day of each Fiscal Quarter of the Company and not later than 20 Business Days from the time that the Company distributes the financial statements of Holdings (or any other Parent Companyinformation required to be delivered pursuant to Section 5.01(a) or (B) Holdings’ (or any other Parent Company’sb). At least two Business Days prior to such conference call, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within Company shall notify the Lenders of the time periods specified in and date of such paragraphs; provided, that with respect conference call and provide instructions for Lenders to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating obtain access to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)call.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative 129379097_5 #96094974v22 133208524_1 Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as Deliver to the Administrative Agent may reasonably request from time to time regarding and each Lender: concurrently with the delivery of the financial condition or business statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and its Restricted Subsidiariesshall be deemed to be an original authentic counterpart thereof for all purposes); providedpromptly after the same are filed with the SEC, however, that none copies of all proxies which the Borrower may file with the SEC under Section 14(a) of the Exchange Act and copies of all annual, regular, periodic and special reports and registration statements which the Borrower nor any Restricted Subsidiary shall be may file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to disclose be delivered to the Administrative Agent pursuant hereto; and promptly, such additional information regarding the business, financial or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of its subsidiaries or any of their respective customers and/or suppliersthe Loan Documents, (b) in respect of which disclosure to as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject may from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time reasonably request. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts (or a representative thereofelectronically delivers) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at one or more of the website address addresses listed in Section 9.01on Schedule 10.02; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower posted to the Administrative Agent for posting SEC’s website at wxx.xxx.xxx or (iii) on which such documents are posted on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), . The Borrower hereby acknowledges that (iiia) on which such documents are faxed to the Administrative Agent (or electronically mailed and/or any Arranger will make available to an address the Lenders and the L/C Issuers materials and/or information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Debt Domain, SyndTrak or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials provided by the Borrower to the Administrative Agent and/or any Arranger, which are to be made available to Public Lenders, shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the 47354535_7 Administrative Agent, each Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Public Side Information.”

Other Information. Such Promptly upon the reasonable request therefor, such other certificates, reports and information or documents (financial or otherwiseotherwise (including related to insurance)) relating to any Credit Party or any Restricted Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any in good faith (excluding (i) information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or privilege, (dii) in respect information the subject of which the Borrower or any Restricted Subsidiary owes binding confidentiality obligations to any third party (provided such confidentiality obligations were not agreements entered into in contemplation of good faith, and (iii) any information relating to any investigation by any Governmental Authority to the requirements of this Section 5.01(k)extent (A) such information is identifiable to a particular individual and the Parent Borrower in good faith determines such information should remain confidential or (B) the information requested is not factual in nature). Documents required to be delivered pursuant to this The Section 5.01 6.01 Financials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) posts such documents (on the Parent Borrower’s website on the Internet or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered made available by the Parent Borrower to the Administrative Agent for posting on the Parent Borrower’s behalf of the Borrower on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that the Parent Borrower’s having filed with the SEC (iiia) an annual report on which Form 10-K for such documents are faxed to year will satisfy the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivParent Borrower’s obligation under Section 6.01(a) with respect to any item required to be delivered pursuant to Section 5.01(jsuch year and (b) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than a quarterly report on Form 10-Q Reports for such quarter will satisfy the Parent Borrower’s obligation under Section 6.01(b) with respect to such quarter. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and Form 10maintaining its copies of such documents. The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the LC Issuers materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting Parent Borrower Materials on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another similar electronic 167 system (the “Platform”) and (b) certain of the Lenders may be “public-K reportsside” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, on which such items have been including the portion of the Platform that is designated for “public-side” Lenders. The Parent Borrower hereby agrees to make all Parent Borrower Materials that the Parent Borrower intends to be made available on to Public Lenders clearly and conspicuously designated as as “PUBLIC.” By designating Parent Borrower Materials as “PUBLIC,” the SEC website or the website Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the relevant analogous governmental Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or private regulatory authority not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities exchangefor purposes of United States federal and state securities laws. Notwithstanding the foregoing, the obligations in paragraphs Parent Borrower shall not be under any obligation to xxxx any Parent Borrower Materials as “PUBLIC.” The Parent Borrower agrees that (ai) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) of this Section 5.01 will be deemed to be “public-side” Parent Borrower Materials and may be satisfied made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any financial statements the Parent Borrower or its securities for purposes of the Borrower by furnishing (A) the applicable financial statements of Holdings (United States federal or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)securities laws.

Other Information. Such other certificates, readily available reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, operations and financial condition or business of the Borrower and its the Restricted SubsidiariesSubsidiaries and compliance with the terms hereof; provided, however, that none of neither the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries Subsidiaries or any of their respective customers and/or or suppliers, (b) in respect of which disclosure to the Administrative Agent or any 115 Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations under this Section 5.01(k5.01(j)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section on Schedule 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak Online or another relevant secure website or other secure electronic information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower agrees, upon the reasonable written request of the Administrative Agent, to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to the Borrower and its Subsidiaries and their securities; provided that any financial statements delivered pursuant to Section 5.01(a) and 5.01(b) and any Compliance Certificate shall be deemed suitable to make available to Public Lenders unless, with respect to any such document, the Borrower notifies the Administrative Agent that such document contains Non-Public Information; it being understood and agreed that from and after receipt of such notice, unless otherwise specified therein, such notice shall apply to all documents of the same type for all future periods. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may instead be satisfied with respect to any financial statements statements, budgets and Responsible Officer Certifications of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, of the Borrower or any Parent Company filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (x) such Parent Company (or any other Parent Company that is a Subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s direct or indirect ownership of the Borrower and its Subsidiaries) or (y) there are material differences between the financial statements of such Parent Company and its consolidated Subsidiaries, on the one hand, and the Borrower and its consolidated Subsidiaries, on the other hand, such financial statements or Form 10-K or 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 CompanyCompany and its consolidated Subsidiaries, on the one hand, and the information relating to the 116 Borrower and its consolidated Subsidiaries on a standalone 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) to the extent such financial statements are in lieu of financial statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified satisfy the applicable requirements set forth in Section 5.01(b) as to “going concern” and scope of audit (except for any such qualification pertaining if the references to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability “Borrower” therein were references to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Company.

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) with respect to the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request from time request; provided that, the Borrower shall not be required to time regarding deliver any information pursuant to this Section 9.01(j) to the financial condition or business extent it (i) is subject to third party confidentiality agreements with Persons that are not Affiliates of the Borrower and its Restricted Subsidiaries; providedor attorney/client privilege, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (aii) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (biii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))law. Documents 92 Financial information required to be delivered pursuant to this Section 5.01 Sections 9.01(a), (b) and (c) (in each case, solely to the extent such financial information is included in materials filed with the SEC or posted on the relevant website, as the case may be delivered electronically and if so delivered, be) shall be deemed to have been delivered to the Administrative Agent on the date on which such information has been posted on the Borrower’s behalf on IntraLinks (or another relevant website identified by the Borrower to the Administrative Agent and reasonably acceptable to the Administrative Agent) or is available via the XXXXX system of the SEC on the Internet; provided that in each case the Borrower shall (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e.information, soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure 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), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone 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) to the extent such statements are information is in lieu of statements information required to be provided under Section 5.01(b9.01(c), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by Borrower separately delivers to the Administrative Agent a report and opinion of an PricewaterhouseCoopers LLP or other independent registered certified public accounting firm accountants of nationally national recognized standing (or otherwise reasonably acceptable to the Administrative Agent, which report shall be unqualified as prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” and or like qualification or exception (except as otherwise expressly permitted under Section 9.01(c)) or to any qualification or exception as to the scope of such audit and (except for iii) promptly deliver paper copies of any such qualification pertaining documents to the maturity of any Indebtedness occurring within twelve (12) months of Administrative Agent if the relevant audit Administrative Agent or any potential inability Lender requests the Borrower to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that furnish such consolidated financial statements fairly present, in all material respects, paper copies until written notice to cease delivering such paper copies is given by the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Administrative Agent.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic e-mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any adjustments in such financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)statement.