Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b), such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section Sections 6.01(a) and Section 6.01(b)) above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing furnishing (i) the applicable financial statements of any direct or indirect parent of the Borrower that directly or indirectly holds all of the Equity Interests of the Borrower (such Person, a “Parent Entity”) or (ii) the Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable SEC; provided that with respect to such filings each of clauses (if later than the deadlines set forth in paragraphs (ai) and (bii), (A) to the extent such information relates to a parent of this Section 6.01the Borrower, such information is accompanied by supplemental financial information (which need not be audited) that explains in reasonable detail the differences between the information relating to the Borrower (or such parent); provided that , on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification explanatory statement as to the Borrower’s ability to continue as a “going concern”, ” or like qualification or exception (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01a Financial Covenant, (ii) an upcoming maturity date, date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their Restricted Subsidiaries) or any qualification or exception as to the Restricted Subsidiaries or (iv) changes in accounting principles or practicesscope of such audit. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b)) above, such supplemental financial information (which need not be auditedaudited or reviewed by the auditors) as is necessary reasonably sufficient to eliminate identify the accounts of Indebtedness and Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries (if any) from such consolidated financial statements). Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01)SEC; provided that that, to the extent such information is in lieu of information required to be provided under Section 6.01(a), so long as a report and opinion of the Borrower’s auditor is not included therein, such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification explanatory statement as to the Borrower’s ability to continue as a “going concern”” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01a Financial Covenant, (ii) an upcoming maturity date, (iii) activities, operations, financial results or |US-DOCS\134569911.8148772134.4|| liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b)) above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower Parent and its Subsidiaries by filing furnishing (i) the Borrowerapplicable financial statements of any Person of which the Parent is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Parent’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable SEC; provided that with respect to such filings each of clauses (if later than the deadlines set forth in paragraphs (ai) and (bii), (A) to the extent such information relates to a Parent Entity and there are material differences between the financial information at such Parent Entity and the Parent, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of this Section 6.01); provided that such Parent Entity and each of its Subsidiaries, other than the Parent and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrowersuch Parent Entity’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification explanatory statement as to the BorrowerParent’s ability to continue as a “going concern”” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01a Financial Covenant, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(aSections 9.1(a) and Section 6.01(b)9.1(b) above, such supplemental the related consolidating financial information (which need not be audited) as is statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements Documents required to be delivered pursuant to this Section 6.01 Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be required obligated to contain business combination accounting adjustments xxxx such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the extent it is Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not practicable to include any marked “PUBLIC” as being suitable only for posting, and shall only post such adjustments in such financial statements.Borrower Materials, on a portion of the Platform not designated “Public Side Information”. 143 LPL – A&R Credit Agreement

Unrestricted Subsidiaries. Simultaneously For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(aSections 9.1(a) and Section 6.01(b)9.1(b) above, such supplemental the related consolidating financial information (which need not be audited) as is statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements 153 Documents required to be delivered pursuant to this Section 6.01 Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be required obligated to contain business combination accounting adjustments mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the extent it is Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not practicable to include any marked “PUBLIC” as being suitable only for posting, and shall only post such adjustments in such financial statementsBorrower Materials, on a portion of the Platform not designated “Public Side Information”.

Unrestricted Subsidiaries. Simultaneously Concurrently with the delivery of each set of consolidated any financial statements referred pursuant to in Section Sections 6.01(a) and Section 6.01(b)(b) above, such supplemental financial information (which need not be audited) as is a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) [reserved], (B) (i) in the obligations event that the Borrower delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in paragraphs the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) (but which may contain an explanatory note or emphasis of matter paragraph) and (ii) in the event that the Borrower delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that fiscal quarter to the extent such information is in lieu of that it contains the information required to be provided under Section 6.01(aby such clause (b), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, (C) any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 Sections 6.01(a) and 6.01(b) shall not be required to contain business combination all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter (and, solely with respect to this clause (y), only so long as the applicable rules and regulations of the SEC permit such treatment in the Borrower’s consolidated financial statements).

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section Sections 6.01(a) and Section 6.01(b)) above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing furnishing (i) the applicable financial statements of any direct or indirect parent of the Borrower that directly or indirectly holds all of the Equity Interests of the Borrower or (ii) the Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable SEC; provided that with respect to such filings each of clauses (if later than the deadlines set forth in paragraphs (ai) and (bii), (A) to the extent such information relates to a parent of this Section 6.01the Borrower, such information is accompanied by supplemental financial information (which need not be audited) that explains in reasonable detail the differences between the information relating to the Borrower (or such parent); provided that , on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative AgentControlling Party, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification explanatory statement as to the Borrower’s ability to continue as a “going concern”, ” or like qualification or exception (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01a Financial Covenant, (ii) an upcoming maturity date, date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their Restricted Subsidiaries) or any qualification or exception as to the Restricted Subsidiaries or (iv) changes in accounting principles or practicesscope of such audit. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section Sections 6.01(a) and Section 6.01(b)) above, such supplemental the related consolidating financial information statements (which need not be audited) as is reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing furnishing (i) the applicable financial statements of any direct or indirect parent of the Borrower that directly or indirectly holds all of the Equity Interests of the Borrower or (ii) the Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable SEC; provided that with respect to such filings each of clauses (if later than the deadlines set forth in paragraphs (ai) and (bii) (A) to the extent such information relates to a parent of this Section 6.01); provided the Borrower, such information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to the such parent and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, Xxxxx Xxxxxxxx LLP or any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification explanatory statement as to the Borrower’s ability to continue as a “going concern”, ” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) covenant default or an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices). Any financial statements required to be delivered pursuant to this Section 6.01 6.01(a), (b) or (d) shall not be required to contain business combination purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

Unrestricted Subsidiaries. Simultaneously Concurrently with the delivery of each set of consolidated any financial statements referred pursuant to in Section Sections 6.01(a) and Section 6.01(b)(b) above, such supplemental financial information (which need not be audited) as is a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in paragraphs clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower's option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with respect to financial information its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries by filing the Borrower’s Form 10-K (a "Qualified Reporting Subsidiary") or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (aII) and (b) of this Section 6.01)or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in lieu reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of information required a Parent Holding Company allowed to be provided under Section 6.01(adelivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such materials are accompanied by a form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which required by such clause (a) and such report and opinion shall be prepared in accordance with generally accepted auditing standards does not contain any "going concern" exception and shall not be subject to without any qualification exception as to the Borrower’s ability to continue as a “going concern”, scope of such audit (other than any such qualification resulting from qualification, exception, explanatory note or relating explanatory paragraph expressly permitted to be contained therein under clause (ia) an actual of this Section 6.01) and (ii) in the event that the Borrower (or anticipated breach any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the financial covenants terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 8.016.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (iiC) an upcoming maturity date, (iii) activities, operations, any financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial 191 statements required to be delivered pursuant to this Section 6.01 Sections 6.01(a) and 6.01(b) shall not be required to contain business combination all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section Sections 6.01(a) and Section 6.01(b)) above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the US Borrower’s option, (i) the applicable financial statements of (1) any successor of Holdings, (2) any wholly-owned Restricted Subsidiary of Holdings that, together with respect to financial information its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the Borrower assets of Holdings and its combined consolidated Subsidiaries by filing (a “Qualified Reporting Subsidiary”) or (3) any Person of which the BorrowerUS Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) Holdings’ or a Qualified Reporting Subsidiary’s or Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable SEC; provided that with respect to such filings each of clauses (if later than the deadlines set forth in paragraphs (ai) and (bii), (A) of this Section 6.01); provided that to the extent such information is in lieu of information required relates to be provided under Section 6.01(a)a Qualified Reporting Subsidiary, or a Parent Entity, such materials are information is accompanied by a report and opinion of customary consolidating information (which need not be audited) that explains in reasonable detail the Borrower’s auditor material differences between the information relating to such Qualified Reporting Subsidiary or Parent Entity, on the Closing Dateone hand, and the information relating to Holdings and its Subsidiaries, on the other hand; (B) (i) in the event that Holdings (or any other accounting firm of nationally Qualified Reporting Subsidiary or regionally recognized standing or another accounting firm reasonably acceptable Parent Entity) delivers to the Administrative Agent, which report Agent and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.the

Unrestricted Subsidiaries. Simultaneously For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(aSections 9.1(a) and Section 6.01(b)9.1(b) above, such supplemental the related consolidating financial information (which need not be audited) as is statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements Documents required to be delivered pursuant to this Section 6.01 Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be required obligated to contain business combination accounting adjustments mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the extent it is Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to 134 LPL – Conformed A&R Credit Agreement treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not practicable to include any marked “PUBLIC” as being suitable only for posting, and shall only post such adjustments in such financial statementsBorrower Materials, on a portion of the Platform not designated “Public Side Information”.

Unrestricted Subsidiaries. Simultaneously For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(aSections 9.1(a) and Section 6.01(b)9.1(b) above, such supplemental the related consolidating financial information (which need not be audited) as is statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements 149 LPL – Conformed A&R Credit Agreement Documents required to be delivered pursuant to this Section 6.01 Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be required obligated to contain business combination accounting adjustments xxxx such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the extent it is Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not practicable to include any marked “PUBLIC” as being suitable only for posting, and shall only post such adjustments in such financial statementsBorrower Materials, on a portion of the Platform not designated “Public Side Information”.