Common use of Financial Reporting Clause in Contracts

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Each Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Agent (in such number of copies as the benefit of the Lenders:Agent may reasonably request): (i) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (report, which shall be without a “"going concern” " or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) , certified by independent certified public accountants reasonably acceptable to the Administrative AgentRequired Lenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault with respect to such Borrower, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof.; provided that if such Borrower is then a "registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-K with the SEC, a copy of such Borrower's annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section) or any successor form and a manually executed copy of the accompanying report of such Borrower's independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (i); (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer or (ii) if such Borrower is then a Designated Financial Officer"registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of such Borrower's report on Form 10-Q for such quarterly period, excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial an Authorized Officer of such Borrower showing the calculations necessary to determine such Borrower's compliance with Section 6.13 of this Agreement and stating (i) that that, to the knowledge of such officer, no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Companysuch Borrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company such Borrower or any of its Subsidiaries, which, in either case, could be reasonably be expected to have a Material Adverse EffectEffect with respect to such Borrower. (viiv) In the case of PHI, promptly upon the furnishing thereof to its shareholders, copies of all financial statements, reports and proxy statements so furnished. (vi) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which such Borrower or any of its Restricted Subsidiaries sends to or files with any the SEC. (vii) In the case of their respective securities holders (PHI, as soon as PHI obtains knowledge of an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the anticipated or actual date of and all other than the Company publicly disclosed material terms and conditions surrounding such proposed or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesactual Change in Control. (viii) Such other information (including non-financial nonfinancial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses clause (i) through (vii), inclusive(ii), (v) or (vi) above (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 Company applicable Borrower posts such documents, or provides a link thereto thereto, on the Company’s a website on the Internet, and gives written notice thereof internet at a website address previously specified to the Administrative AgentAgent and the Lenders; or (ii) on which such documents are posted on the Company’s applicable Borrower's behalf on an Internet IntraLinks or intranet another relevant website, if any, to which each of the Administrative Agent and each Lender has access access; provided that (whether i) upon request of the Agent or any Lender, the applicable Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a commercial, third-party website or whether sponsored written request to cease delivering paper copies is given by the Administrative Agent), Agent or such Lender) and (ii) the Administrative applicable Borrower shall notify (which may be by facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have received written notice no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any 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 postingdocuments.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 120 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications (i) relating to changes in accounting principles or practices reflecting changes in GAAP or (ii) reasonably approved by the Administrative Agent) audit report report, with no going concern modifier (without other than a “going concern” or like qualification or exception and without for any qualification or exception as period within the twelve-month period prior to the scope end of such audit) the term of this Agreement arising solely from the impending maturity of the Loans), certified by one of the “Big Four” accounting firms or other nationally recognized independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statementsand stockholders’ equity statement, and a statement of cash flows, flows and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofincome from operations. (iib) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three (3) quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and stockholders’ equity statement and a consolidated unaudited statement of cash flows and income from operations for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer or other Authorized Officer has having been prepared in accordance with GAAP, except for year-end adjustments and the absence of footnotes. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial its chief financial officer or other Authorized Officer showing the calculations necessary to determine compliance with Sections 6.19(a) through (e) and stating (i) that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly and in any event within 30 Business Days after By the Company knows that any Reportable Event has occurred forty-fifth (45th) day of each fiscal quarter of each fiscal year, a Borrowing Base Certificate of an Authorized Officer of the Borrower, with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer Inventory Valuation Date occurring on the last day of the Company, describing said Reportable Event and the action which the Company proposes to take with respect theretoimmediately preceding fiscal quarter. (vie) Promptly and in any event within 15 Business Days after receipt by upon the Company (or such longer period as is acceptable furnishing thereof to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result shareholders of the Release by the CompanyBorrower, any copies of its Subsidiariesall financial statements, or any other Person of any Hazardous Substances into the environment, reports and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effectproxy statements so furnished. (viif) Promptly after upon the sending or filing thereof, copies of all registration statements (except Form S-8) and annual, quarterly, or other periodic reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date exception of exhibits (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored unless otherwise requested by the Administrative Agent), which the Borrower or any of its Subsidiaries files with the U.S. Securities and the Administrative Agent shall have received written notice of such postingExchange Commission.

Financial Reporting. The Company Parent and the Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and the Borrower will furnish to the Administrative AgentAgent (which shall furnish copies to the Lenders via IntraLinks or other similar password protected, for the benefit of the Lenders:restricted internet site): (i) 6.1.1 Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its the Parent’s fiscal yearsyears (commencing with the fiscal year ending December 31, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent2007), financial statements prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss statements, and a statement statements of cash flows, and if available accompanied by (a) an audit opinion, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by Required Lenders and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoingopinion, they have obtained no knowledge of any Default or Unmatured Defaultunder any of Sections 6.21 through 6.24 insofar as such Sections relate to accounting matters, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) 6.1.2 Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three (3) quarterly periods of each of the Parent’s fiscal yearyears, for itself the Parent and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements of income and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, in all material respects, compliance with Agreement Accounting Principles by a Designated Financial Officerits chief financial officer, controller or treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) 6.1.3 Together with (i) the financial statements required under Sections 6.1(i) 6.1.1 and (ii)6.1.2, a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer and stating (i) its chief financial officer, controller or treasurer showing the calculations necessary to determine compliance with this Agreement, which certificate shall also state that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof thereof, and (ii) setting each compliance certificate described in clause (i) relating to the financial statements required under Section 6.1.1, supplements to the schedules to the Security Agreement and the Intellectual Property Security Agreements reflecting any matter hereafter arising which, if existing or occurring at the Restatement Effective Date, would have been required to be set forth on the schedules delivered as of the Restatement Effective Date, provided that notwithstanding that any such supplement may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the material breach of any representation or warranty, such supplement shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Agent and the requisite number of Lenders under Section 8.2, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Agent or any Lender of any Default disclosed therein, and any items disclosed in any such supplemental disclosures shall be included in the calculation and uses of any limits, baskets or similar restrictions contained in this Agreement or any of the Available Amount other Loan Documents. 6.1.4 Within 60 days after the close of each of the Parent’s fiscal years, a copy of the plan and forecast consisting of a projected balance sheet, income statements and cash flow statements, and any narrative prepared with respect thereto, of the Parent and its Subsidiaries for the upcoming fiscal period then ended year prepared in such detail as shall be reasonably satisfactory to the Agent. 6.1.5 Within 270 days after the close of each fiscal year of the Parent, if applicable, a copy of the Company shall have used actuarial report showing the Available Amount for any purpose during funding status of each Single Employer Plan as of the valuation date occurring in such fiscal periodyear, certified by an actuary enrolled under ERISA. (v) Promptly 6.1.6 As soon as possible and in any event within 30 Business Days 10 days after (i) the Company knows that inception of any Reportable Event has occurred formal step to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, (ii) a contribution failure with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA, or (or such longer period as is acceptable to iii) the Administrative Agent), a statement, signed by a Designated Financial Officer making of any application under Section 303 of ERISA for the waiver of the Companyminimum funding requirements under Section 302(a) of ERISA, describing said Reportable Event notice of any such event and the action which the Company Parent proposes to take with respect thereto. (vi) Promptly 6.1.7 As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (Parent, the Borrower or such longer period as is acceptable to the Administrative Agent)any Subsidiary, a copy of (a) any written notice or claim to the effect that the Company Parent, the Borrower or any of its Subsidiaries Subsidiary is or may be liable to any Person as a result of the Release release by the CompanyParent, the Borrower, any of its SubsidiariesSubsidiary, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company Parent, the Borrower or any of its SubsidiariesSubsidiary, which, in either case, could would reasonably be expected to have a Material Adverse Effect. (vii) 6.1.8 Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Parent, the Borrower or any of its Restricted Subsidiaries sends to or Subsidiary publicly files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) 6.1.9 Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the LendersLender: (ia) Within within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP) audit report (without a “report, with no going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) concern modifier, certified by independent certified public accountants reasonably acceptable to the Administrative AgentLender, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) any management letter prepared by said accountants and (ii) a certificate of said such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Event of Default, or if, in the opinion of such accountants, any Default or Unmatured Event of Default shall existexists, stating the nature and status thereof.; (iib) Within within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements (including sufficient detail for independent calculation of the financial covenants set forth in Section 7.11) and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer.its chief financial officer; (iiic) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(iSection 6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) Certificate signed by a Designated Financial Officer its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof; (d) promptly upon the furnishing thereof and (ii) setting forth to the calculation and uses shareholders of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.Borrower, copies of all financial statements, reports, proxy statements, and other materials so furnished; (ve) Promptly promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports the Borrower or any Subsidiary files with the SEC or any other Governmental Authority, including regulatory capital reports and, within ten (10) days after filing, copies of all monthly FOCUS Reports of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.; (f) promptly, and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan five (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi5) Promptly and in any event within 15 Business Days after receipt thereof by the Company Borrower or any Broker-Dealer Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such longer period as is acceptable to agency regarding financial or other operational results of the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, whichBroker-Dealer Subsidiary, in either each case, that could reasonably be expected to have a Material Adverse Effect. (viig) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably requestrequests, including information and documentation reasonably requested by the Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering Laws; and (h) on or promptly after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance acceptable to the Lender. Notwithstanding the foregoing clauses (i) and (ii) above, as Any financial statement required to any information contained in materials be furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (iSection 6.1(a) or (iib) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered furnished on the date (i) on which the Company posts Lender receives notice that the Borrower has filed such documents, or provides a link thereto financial statement with the SEC and is available on the Company’s ▇▇▇▇▇ website on the InternetInternet at ▇▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and readily available to the Lender without charge. The Borrower will give notice of any such filing to the Lender. Notwithstanding the foregoing, and gives the Borrower will deliver paper or electronic copies of any such financial statement to the Lender if the Lender requests the Borrower to furnish such paper or electronic copies until written notice thereof to cease delivering such paper or electronic copies is given by the Lender. If any information required to be furnished to the Administrative Agent; or (ii) on which such documents are posted on Lender under this Section 6.1 is required by Applicable Law to be filed by the Company’s behalf Borrower with a government body on an Internet or intranet websiteearlier date, if any, then the information required hereunder must be furnished to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of Lender at such postingearlier date.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by a firm of independent certified public accountants reasonably acceptable to which is a member of the Administrative Agent, "Big Four," prepared in accordance with GAAP on a consolidated basis for itself and its Consolidated Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Consolidated Subsidiaries, either (a) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief accounting officer or chief financial officer or (b) if the Borrower is then a Designated Financial Officer"registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of the Borrower's report on Form 10-Q for such quarterly period. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief accounting officer or chief financial officer setting forth calculations of the financial covenants contained in Section 6 and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower or any member of the Controlled Group knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief accounting or financial officer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower or member of the Controlled Group proposes to take with respect thereto. (viv) Promptly As soon as possible and in any event within 15 Business Days two days after receipt of notice by the Company (Borrower or such longer period as is acceptable any member of the Controlled Group of the PBGC's intention to the Administrative Agent)terminate any Plan or to have a trustee appointed to administer any Plan, a copy of such notice. (avi) any written notice or claim Promptly upon the furnishing thereof to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result shareholders of the Release by the CompanyBorrower, any copies of its Subsidiariesall financial statements, or any other Person of any Hazardous Substances into the environment, reports and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effectproxy statements so furnished. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders other regular reports (other than any report on Form U-9C-3) which the Company or another Subsidiary) or any securities exchange or Borrower files with the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) As soon as possible, and in any event within three days after an Authorized Officer of the Borrower shall have knowledge thereof, notice of any change by ▇▇▇▇▇'▇ or S&P in the senior unsecured debt rating of the Borrower. (ix) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding The statements and reports required to be furnished by the foregoing Borrower pursuant to clauses (ivi) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered furnished for such purpose upon becoming publicly available on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such postingSEC's ▇▇▇▇▇ web page.

Financial Reporting. The Company Borrowers will maintain, for itself Whirlpool and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of distribution to the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its Whirlpool’s fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agentof recognized national standing selected by Whirlpool, prepared in accordance with GAAP generally accepted accounting principles on a consolidated basis for itself Whirlpool and its Consolidated Subsidiaries, including a consolidated balance sheets sheet as of the end of such period, period and related profit consolidated statements of earnings and loss statements, and a statement of cash flows, provided that Whirlpool shall not be required to furnish separately any such financial statements that are filed electronically with the Securities and if available to Exchange Commission by Whirlpool at the Company after the Company’s use of commercially reasonable efforts to so obtaintimes specified herein, and accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.; (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of Whirlpool’s fiscal yearyears, for itself Whirlpool and its the Consolidated Subsidiaries, an unaudited consolidated unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of earnings and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified certified, subject to year-end audit adjustments, by a Designated Financial an Authorized Officer.; provided that Whirlpool shall not be required to furnish separately any such financial statements that are filed electronically with the Securities and Exchange Commission by Whirlpool at the times specified herein; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(ipursuant to clauses (i) and (ii)) above, a compliance certificate in substantially the form of Exhibit F attached D hereto (a “Compliance Certificate”) signed by a Designated Financial an Authorized Officer showing the calculations necessary to determine compliance with this Credit Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof; (iv) Promptly upon the furnishing thereof to the shareholders of Whirlpool, copies of all financial statements, reports and (ii) setting forth proxy statements so furnished, provided that Whirlpool shall not be required to furnish separately any such financial statements, reports and proxy statements that are filed electronically with the calculation Securities and uses of Exchange Commission by Whirlpool at the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.times specified herein; (v) Promptly and in any event within 30 Business Days after upon the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Whirlpool or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders the Securities and Exchange Commission; provided that documents that are required to be delivered pursuant to this clause (other than v) shall be deemed to be delivered on the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company date on which Whirlpool or any of its Restricted Subsidiaries files such documents with the Securities and Exchanges Commission and provides written notification of such filing to the Administrative Agent; (vi) If and when Whirlpool or any member of the Controlled Group (A) gives or is required to give notice to the PBGC of any Reportable Event with respect to any Plan which would constitute grounds for a termination of such Plan under ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any Reportable Event, (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA, (C) receives notice that any Multiemployer Plan is in reorganization under Section 4242 of ERISA or may become insolvent under Section 4245 of ERISA or has been determined to be in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA, or (D) receives notice from the PBGC that it will institute proceedings asserting liability under Title IV of ERISA or to terminate a Plan under Section 4042 of ERISA or will apply to the appropriate United States District Court to seek the appointment of a trustee to administer any Plan, then, in each such event, Whirlpool shall deliver to the Administrative Agent copies of such notice given, required to be given or received, as the issuer case may be; provided that Whirlpool shall be required to deliver copies of securities.the notices referred to in this Section 7.01(vi) only to the extent that it knows or should know of the giving or receipt of such a notice; (viiivii) Such Within a reasonable time after receipt of a request therefor, which time shall in any event be not less than two days nor more than thirty days, such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses ; and (iviii) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides Promptly after a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which Borrower has notified the Administrative Agent has access of any intention by such Borrower to treat the Advances as being a “reportable transaction” (whether a commercial, thirdwithin the meaning of Treasury Regulation Section 1.6011-party website or whether sponsored by the Administrative Agent4), and the Administrative Agent shall have received written notice a duly completed copy of such postingIRS Form 8886 or any successor form.

Financial Reporting. The Company will maintain, Borrower shall furnish the Administrative Agent with the following statements and reports (with sufficient copies for itself and each Subsidiary, a system all of accounting established and administered the Lenders) (the filing of any of the following documents on SEDAR shall satisfy the delivery obligation in accordance with GAAP, and furnish relation to such documents so filed when the Borrower has provided written notice of such filing to the Administrative Agent, for the benefit of the Lenders:): (i) Within 90 within 120 days (or such earlier date as after the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations end of each Fiscal Year, copies of the SEC) after audited consolidated financial statements of the close of each of its fiscal years, an audit Borrower for such Fiscal Year and the auditors’ report thereon (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.consistently applied; (ii) Within 45 within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close end of each of the first three quarterly periods Fiscal Quarters of each fiscal yearFiscal Year, for itself and its Subsidiaries, copies of the unaudited consolidated unaudited balance sheets as at financial statements of the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarterBorrower, all certified by a Designated Financial Officer.senior financial officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently concurrent with each delivery the deliveries of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at and within 90 days of the times specified therein. Materials required fourth Fiscal Quarter in each Fiscal Year, a duly executed and completed compliance certificate, in the form attached as Schedule B hereto and signed by a senior financial officer of the Borrower; (iv) within 10 days of any Material Permitted Acquisition in respect of which the Borrower intends to be delivered pursuant to any exceed the Leverage Ratio of clauses (i) through (vii3.50:1.00, as permitted by Section 11.1(n), inclusive, above (to the extent any Borrower shall provide details of such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof Acquisition to the Administrative AgentAgent which information shall include, without limitation, the quantum, sources and uses for such Acquisition; and (v) such other statements, reports and information concerning the Borrower or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which any of its Subsidiaries as the Administrative Agent has access (whether a commercialon the instructions of the Majority Lenders may reasonably request from time to time, third-party website or whether sponsored by the Administrative Agent)including, and the Administrative Agent shall have received written notice any information that may be reasonably requested in respect of such postingany Acquisition.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower’s independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in subsections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Pension Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said such Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower’s independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in Sections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Pension Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said such Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viiia) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) request and (iib) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which documentation reasonably requested by the Administrative Agent has access (whether a commercialor any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, third-party website or whether sponsored by including the Administrative Agent), Patriot Act and the Administrative Agent shall have received written notice of such postingBeneficial Ownership Regulation.

Financial Reporting. The Company will maintain, for itself Seller shall maintain and each Subsidiary, shall ensure that Guarantor maintains a system of accounting established and administered in accordance with GAAPGAAP consistently applied, and furnish or cause the Guarantor to the Administrative Agentfurnish to Buyer, for the benefit with a certification by an appropriate officer of the Lenders: Guarantor (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared following in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) hereinafter referred to as the “Financial Statements”): (i) Within one-hundred twenty (120) days after the close of each fiscal year, audited consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows as at the end of such year for each Seller Party for the fiscal year, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an independent certified public accounting firm of recognized national standing which shall not be qualified or limited by reference to the status of a Seller Party as a “going concern” or reference of similar import; (ii) Within sixty (60) days after the end of the first three fiscal quarters of each Seller Party’s fiscal year, the consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows for each Seller Party for such quarterly period(s), of each Seller Party; (iii) Simultaneously with the furnishing of each of the Financial Statements to be delivered pursuant to subsection (i)-(ii) above, a certificate in the form of Exhibit A to the Guaranty and certified by an appropriate officer of Seller Parties; (iv) Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller Party as Buyer may reasonably request; (v) Within thirty (30) days of receipt by Seller Party, annual financial statements of the Obligor with respect to each Eligible Asset consistent with the terms of the provisions of the loan documents relating to the Mortgaged Property; (vi) With respect to each Eligible Asset, promptly, but in any information contained in materials furnished pursuant to clause event within three (3) Business Days of receipt thereof by a Responsible Officer of Seller, notices of events of default and notices of any material events, material litigation or licensing issues; (vii) aboveWithin twenty (20) days after the end of each calendar quarter, Seller’s internal summary of the Company shall not be separately performance of the portfolio on a consolidated basis; (viii) Within ten (10) Business Days after receipt by Seller Party, each material report, summary, exhibit, or other data required to furnish such be delivered to Seller pursuant to the agreements governing the Eligible Assets. All financial information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (irequired by Section 14(b)(i) and (ii) above at the times specified therein. Materials required to be delivered hereof made available by Guarantor pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and E▇▇▇▇ or Guarantor’s website shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such postinghereunder.

Financial Reporting. The Company Parent will maintain, for itself and each Subsidiaryits Subsidiaries, on a consolidated basis, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 ninety (90) days (or such earlier date as the Company may be required longer period, up to file its applicable annual report on Form 10-K an additional thirty (30) days, for which an extension is permitted by the rules and regulations of the SEC) after the close of each of its applicable fiscal years, : (i) an audit report of the Parent and its Subsidiaries, prepared on a consolidated basis, that (1) is certified by an independent certified public accounting firm of national recognized standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope financial position of the companies being reported on), (2) shall state that such audit report presents fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows, (3) shall state that such audit report has been prepared in conformity with Agreement Accounting Principles, and that the examination of such auditauditors in connection with such audit report has been made in accordance with the standards of the PCAOB, and (4) certified by independent certified public accountants reasonably acceptable to provides a reasonable basis for each such opinion in the circumstances; provided that if the Administrative Agent, or the Administrative Agent acting at the direction of the Required Lenders, determines that such a reasonable basis has not been provided, the Administrative Agent shall provide the Borrowers with written notice of such determination which notice shall include the basis for such determination within thirty (30) days of receipt of such audit report, provided, further, that the Borrowers' shall have thirty (30) days following the delivery of any such notice from the Administrative Agent to cure any such defects; and (ii) with respect only to the Borrowers, financial statements prepared in accordance with GAAP on a consolidated consolidating basis for itself and its Subsidiariesthemselves, including balance sheets as of the end of such period, related statements of profit and loss statementsloss, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 forty-five (45) days (or such earlier date as the Company may be required longer period, up to file its applicable quarterly report on Form 10-Q an additional fifteen (15) days, for which an extension is permitted by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated and, with respect only to the Borrowers, consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer or treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.01(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) D signed by a Designated Financial Officer its chief financial officer or treasurer showing in reasonable detail the calculations necessary to determine compliance with the financial covenants set forth in Section 7.13 and stating (i) that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly and in Promptly, if the Parent shall dispute any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (formal report or such longer period as is acceptable "management letter" submitted to the Administrative Agent)Parent by its independent accountants in connection with any annual, interim or special audit made by it of the books of the Parent, a statement, signed by a Designated Financial Officer notice of such dispute setting forth in reasonable detail the Company, describing said Reportable Event nature of and the action which the Company proposes to take with respect thereto. (vi) Promptly reasons for such dispute and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), attaching a copy of (a) any written notice such report or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect"management letter". (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower’s independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in Sections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Pension Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said such Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) (a) Such other information (including non-financial non‑financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) request and (iib) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which documentation reasonably requested by the Administrative Agent has access (whether a commercialor any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, third-party website or whether sponsored by including the Administrative Agent), Patriot Act and the Administrative Agent shall have received written notice of such postingBeneficial Ownership Regulation.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with GAAP, and and, subject to Section 13.1, will furnish or cause to be furnished to the Administrative Agent, Agent with sufficient copies for the benefit each of the Lenders: (ia) Within 90 As soon as practicable but in any event within 105 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” which audit report shall be unqualified or like qualification or exception and without any qualification or exception as shall be otherwise reasonably acceptable to the scope Required Lenders; provided that such report may set forth qualifications to the extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, the implementation of which changes (with the concurrence of such auditaccountants) is reflected in the financial statements accompanying such report), certified by independent certified public accountants who are reasonably acceptable to the Administrative AgentRequired Lenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, period and the related profit and loss statementsstatements of income, and a statement of consolidated stockholder's equity and cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable but in any event within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated unaudited balance sheets as at of the close end of each such period and the related statements of income, and consolidated unaudited profit stockholder's equity and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated its Chief Financial Officer, Controller or Treasurer as to fairness of presentation and prepared, with respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments). (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i) and (ii)hereunder, a compliance certificate in substantially the form of Exhibit F attached C hereto (a “Compliance Certificate”) signed by a Designated its Chief Financial Officer Officer, Controller or Treasurer showing the calculations necessary to determine compliance with Section 6.16 as of the last day of the fiscal period covered by such financial statements, and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodBorrower's plans with respect thereto. (vd) Promptly As soon as possible and in any event within 30 Business Days 10 days after an executive officer of the Company Borrower knows that any Reportable Event or any other event described in Section 5.9 has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated the Chief Financial Officer or Treasurer of the CompanyBorrower, describing said Reportable Event or other event and the action which the Company Borrower proposes to take with respect thereto. (vie) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (Borrower or such longer period as is acceptable to the Administrative Agent)any Subsidiary, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances petroleum, toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Environmental, Health or Safety Requirements of Law by the Company Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower and its Subsidiaries to liability, individually or in the aggregate, in excess of $30,000,000 (in each case, determined after giving effect to claims which the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent are covered by applicable third-party insurance policies (other than retro-premium insurance or other policies with similar self-insurance attributes) of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage). (viif) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (g) Promptly upon the filing thereof, copies of all reportsfinal registration statements, proxy statements and financial statements that annual, quarterly, monthly or other reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any the Securities and Exchange Commission (provided the Borrower shall not be obligated to provide copies of their respective securities holders (other than routine reports which are required to be filed concerning the Company or another Subsidiary) or any securities exchange management of employee benefit plans, including, without limitation, stock purchases or the SEC pertaining to the Company or exercise of stock options made under any of its Restricted Subsidiaries as the issuer of securitiessuch employee benefit plan). (viiih) Except to the extent that such items are redundant with reports or information otherwise provided pursuant to this Section 6.1, promptly upon the furnishing thereof to the holders thereof, copies of all financial statements and reports furnished to the holders of (or trustee or other representative for the holders of) any Indebtedness for money borrowed of the Borrower or its Subsidiaries. (i) Such other information (including non-financial information) as any Lender through the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 120 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in Agreement Accounting Principles and required or approved by the Company's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated its Chief Financial Officer, Controller, or Treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated its Chief Financial Officer Officer, Controller, or Treasurer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 10 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated the Chief Financial Officer Officer, Controller, or Treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (viv) Promptly As soon as possible and in any event within 15 10 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Company, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiivi) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 120 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in Agreement Accounting Principles and required or approved by the Company's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated its Chief Financial Officer, Controller, or Treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated its Chief Financial Officer Officer, Controller, or Treasurer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 10 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated the Chief Financial Officer Officer, Controller, or Treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (viv) Promptly As soon as possible and in any event within 15 10 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Company, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiivi) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in Agreement Accounting Principles and required or approved by the Company's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a its Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto I (a “"Compliance Certificate”") signed by a its Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a the Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (viv) Promptly As soon as possible and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Company, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (viivi) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC Securities Exchange and Commission or any successor agency thereof pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiivii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with GAAPGAAP and, and subject to Section 13.1, will furnish or cause to be furnished to the Administrative Agent, Agent with sufficient copies for the benefit each of the Lenders: (ia) Within 90 As soon as practicable but in any event within 105 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” which audit report shall be unqualified or like qualification or exception and without any qualification or exception as shall be otherwise reasonably acceptable to the scope Required Lenders; provided that such report may set forth qualifications to the extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, the implementation of which changes (with the concurrence of such auditaccountants) is reflected in the financial statements accompanying such report), certified by independent certified public accountants who are reasonably acceptable to the Administrative AgentRequired Lenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, period and the related profit and loss statementsstatements of income, and a statement of consolidated stockholder's equity and cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable but in any event within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated unaudited balance sheets as at of the close end of each such period and the related statements of income, and consolidated unaudited profit stockholder's equity and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated its Chief Financial Officer, Controller or Treasurer as to fairness of presentation and prepared, with respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments). (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i) and (ii)hereunder, a compliance certificate in substantially the form of Exhibit F attached C hereto (a “Compliance Certificate”) signed by a Designated its Chief Financial Officer Officer, Controller or Treasurer showing the calculations necessary to determine compliance with Section 6.16 as of the last day of the fiscal period covered by such financial statements, and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodBorrower's plans with respect thereto. (vd) Promptly As soon as possible and in any event within 30 Business Days 10 days after an executive officer of the Company Borrower knows that any Reportable Event or any other event described in Section 5.9 has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated the Chief Financial Officer or Treasurer of the CompanyBorrower, describing said Reportable Event or other event and the action which the Company Borrower proposes to take with respect thereto. (vie) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (Borrower or such longer period as is acceptable to the Administrative Agent)any Subsidiary, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances petroleum, toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Environmental, Health or Safety Requirements of Law by the Company Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower and its Subsidiaries to liability, individually or in the aggregate, in excess of $30,000,000 (in each case, determined after giving effect to claims which the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent are covered by applicable third-party insurance policies (other than retro-premium insurance or other policies with similar self-insurance attributes) of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage). (viif) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (g) Promptly upon the filing thereof, copies of all reportsfinal registration statements, proxy statements and financial statements that annual, quarterly, monthly or other reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any the Securities and Exchange Commission (provided the Borrower shall not be obligated to provide copies of their respective securities holders (other than routine reports which are required to be filed concerning the Company or another Subsidiary) or any securities exchange management of employee benefit plans, including, without limitation, stock purchases or the SEC pertaining to the Company or exercise of stock options made under any of its Restricted Subsidiaries as the issuer of securitiessuch employee benefit plan). (viiih) Except to the extent that such items are redundant with reports or information otherwise provided pursuant to this Section 6.1, promptly upon the furnishing thereof to the holders thereof, copies of all financial statements and reports furnished to the holders of (or trustee or other representative for the holders of) any Indebtedness for money borrowed of the Borrower or its Subsidiaries. (i) Such other information (including non-financial information) as any Lender through the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, Seller Party shall maintain a system of accounting established and administered in accordance with GAAPGAAP consistently applied, and furnish to Buyer, with a certification by the Administrative Agent, for the benefit president or chief financial officer of the Lenders:Financial Reporting Party (the following hereinafter referred to as the “Financial Statements”): (i) Within 90 ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsyear, an audit report (without a “going concern” or like qualification or exception audited consolidated and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including consolidating balance sheets and the related consolidated and consolidating statements of income and retained earnings and of cash flows as of at the end of such periodyear for the Financial Reporting Party for the fiscal year, related profit and loss statementssetting forth in each case in comparative form the figures for the previous year, and a statement with an unqualified opinion thereon of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.an Approved CPA; (ii) Reserved; (iii) Within 45 thirty (30) days (or such earlier date after the end of each month, the consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, and as the Company may be required to file its applicable quarterly report on Form 10-Q reasonably requested by Buyer, the rules statement of retained earnings and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of Financial Reporting Party for such fiscal year to the end of such quartermonthly period(s), all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail.Financial Reporting Party; (iv) Together Simultaneously with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form furnishing of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses each of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect Financial Statements to any Plan (or such longer period as is acceptable be delivered pursuant to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses subsections (i) and (iiiii) above, as a certificate in the form of Exhibit A to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under Pricing Letter and certified by the clauses (i) president or (ii) above, provided the foregoing shall not be in derogation chief financial officer of the obligation Financial Reporting Party, which includes detailed reporting to the materials set forth therein including without limitation, any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor and the valuation of Seller’s Capitalized Mortgage Servicing Rights by any third-party evaluator; (v) If applicable and at the request of Buyer, and provided such documents are not available on the SEC’s ▇▇▇▇▇ website, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Party within five (5) Business Days of their filing with the SEC; provided, that, Seller Party or any Affiliate will provide Buyer with a copy of the Company annual 10-K filed with the SEC by Seller Party or its Affiliates, no later than 90 days after the end of the year unless otherwise agreed to furnish by Buyer in its sole discretion; and (vi) Promptly, from time to time, such other information regarding the information business affairs, operations and materials described financial condition of Seller Party as Buyer may reasonably request or as set forth in the above clauses (i) and (ii) above at the times specified therein. Materials required to be certificate delivered pursuant to any of clauses (iSection 11(d)(iv) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such postingabove.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (a) any management letter prepared by said accountants, (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofthereof and (c) a letter from said accountants addressed to the Lenders acknowledging that the Lenders are extending credit in primary reliance on such financial statements and authorizing such reliance. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iii) If As soon as available, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with event within by the beginning of each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts fiscal year of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis Borrower, a copy of the equity method but rather accounting plan and forecast (including a projected consolidated and consolidating balance sheet, income statement, covenant compliance and funds flow statement) of the Borrower for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailsuch fiscal year. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement, including without limitation a Designated Financial Officer calculation of the financial covenants and a calculation of the Zenith Acquisition Obligations and the Revolving Credit Blocked Amount, and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly Within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vi) As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vivii) Promptly As soon as possible and in any event within 15 Business Days days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (viiviii) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (ix) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viiix) Prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise (including, without limitation, developments with respect to Year 2000 Issues), which could reasonably be expected to have a Material Adverse Effect. (xi) Within five days prior to the date each payment is due from the Borrower pursuant to the Escrow Agreement, a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement after giving effect to such payment under the Escrow Agreement on a pro forma basis acceptable to the Agent, and including without limitation a calculation of financial covenants and the calculation of the Zenith Acquisition Obligations and the Revolving Credit Block Amount after giving effect to the payment to be made pursuant to the Escrow Agreement, and stating that no Default or Unmatured Default exists after giving effect to such payment under the Escrow Agreement, or if any Default or Unmatured Default exists or would be caused by the payment under the Escrow Agreement, stating the nature and status thereof. (xii) Such other information (including non-financial informationinformation and information reasonably satisfactory to the Agent regarding the Borrower's Year 2000 Program) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and (1) shall promptly furnish to the Administrative Agent, for Agent and Moody’s (and the benefit Administrative Agent shall furnish copies to the Lenders) copies of the Lenders: following financial statements, reports and information: (iA) Within 90 within 120 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification each fiscal year of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan Parent (or such longer period as is acceptable permitted by the SEC for the filing of such financial statements for such period with the SEC), a copy of the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such year, the related consolidated statements of income for such year and the related consolidated statements of changes in net assets and of cash flows for such year; provided, that the financial statements required to be delivered pursuant to this clause (i) which are made available via ▇▇▇▇▇, or any successor system of the SEC, in the Parent’s annual report on Form N-CSR, shall be deemed delivered to the Administrative Agent)Agent on the date such documents are made so available, a statement(B) within 60 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year) (or, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action with respect to any such period for which the Company proposes Parent is required to take file such financing statements with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or SEC, such longer period as is acceptable permitted by the SEC for the filing of such financial statements for such period with the SEC), an unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter, and the unaudited consolidated statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated statements of changes in net assets and of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant to this clause (ii) which are made available via ▇▇▇▇▇, or any successor system of the SEC, in Parent’s semiannual report on Form N-CSRS, shall be deemed delivered to the Administrative Agent), a copy of (a) any written notice or claim to Agent on the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, date such documents are made so available; and (bC) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiariesfrom time to time, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such such other information or documents (including non-financial informationor otherwise) as the Administrative Agent or any Lender the Required Lenders may reasonably request (through in each case, to the extent reasonably available to the Company and not subject to applicable obligations of confidentiality); (2) shall promptly furnish to the Administrative Agent and ▇▇▇▇▇’▇ on a monthly basis, but no later than 10th day of each month, a certificate, certified by a senior officer of the Company to be true and correct, setting forth in reasonable detail in form and substance satisfactory to the Administrative Agent, (A) the calculation of the Company Asset Coverage Test, the Level A Asset Coverage Test, the Level B Asset Coverage Test, the Level B Concentration Test and Other Indebtedness, (B) the current ▇▇▇▇▇’▇ rating of the Parent and (C) the calculation of the ratio equal to (x) the Current Market Value of all Fund Assets owned by the Company over (y) the aggregate Current Market Value of all Fund Assets held by the Parent Entities as of such date; (3) shall promptly furnish (or cause the Collateral Administrator to furnish) to the Administrative Agent (and third-party service providers to the Administrative Agent) may from time to time reasonably request. Notwithstanding and each Lender on each Business Day, commencing on the foregoing clauses second Business Day following the Effective Date, the Daily Report; and (i4) and (ii) abovein the event that, as to of the 10th day of any information contained calendar month (as set forth in materials furnished the certificate pursuant to clause (vii2) above), the Company shall not own Fund Assets with a Current Market Value of less than 60% of the aggregate Current Market Value of the Fund Assets held by the Parent Entities as of such date, then the Manager shall provide to the Administrative Agent a commercially reasonable written explanation, in good faith, setting forth the rationale for holding Fund Assets with a Current Market Value of more than 40% of the aggregate Current Market Value of the Fund Assets with Parent Entities other than the Borrower, which rationale may be separately required to furnish such information under (but, for the clauses (i) or (ii) aboveavoidance of doubt, provided the foregoing shall not be in derogation required to be) based on any of the obligation of following (it being understood that the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and following explanations shall be deemed commercially reasonable): (A) in order to have been delivered on satisfy required distributions to shareholders, (B) in order to make sufficient distributions to qualify as a regulated investment company within the date meaning of Section 851 of the Code, (iC) on which the Company posts such documentsin order to pay down preferred shares, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof (D) in order to the Administrative Agent; be segregated against derivative exposure or (iiE) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, in order to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.secure Other Indebtedness;

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in subsections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 120 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss loss, retained earnings and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) any management letter prepared by said accountants, and (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss loss, retained earnings and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial Officer its chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Agent will maintaindeliver, for itself or cause to be delivered, to Lender each of the following, which shall be in form and detail acceptable to Lender: (a) As soon as available, and in any event within ninety (90) days after the end of each fiscal year of the Parent the Parent’s audited financial statements with a report of independent certified public accountants of recognized standing selected by the Parent and reasonably acceptable to Lender (the “Accountants”), which annual financial statements shall be without qualification and shall include each of the Parent’s and each Subsidiaryof its Subsidiaries’ balance sheet as at the end of such fiscal year and the related statements of each of the Parent’s and each of its Subsidiaries’ income, retained earnings and cash flows for the fiscal year then ended, prepared on a system consolidating and consolidated basis to include the Parent, each Subsidiary of accounting established the Parent and administered each of their respective affiliates, prepared in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: together with (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K if and when available, copies of any management letters prepared by the rules Accountants; and regulations (ii) a certificate of the SEC) after the close of each of its fiscal yearsParent’s President, an audit report (without a “going concern” Chief Executive Officer or like qualification or exception and without any qualification or exception as to the scope of Chief Financial Officer stating that such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, financial statements have been prepared in accordance with GAAP on a and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto; provided, however that if the ADSX Merger is consummated, then the Company shall deliver audited annual financials statements of Applied Digital which shall include consolidated basis for itself and its Subsidiaries, including consolidating balance sheets as of at the end of such periodfiscal year and results of operations for the fiscal year then ended for each of the Applied Digital subsidiaries, related profit including the Parent, with a report of independent certified public accountants of recognized standing selected by Applied Digital and loss statementsreasonably acceptable to Lender which annual financial statements shall be without qualification, all in reasonable detail and prepared in accordance with GAAP, together with (i) if and when available, copies of any management letters prepared by the Accountants; and (ii) a statement certificate of cash flowsthe Applied Digital’s President, Chief Executive Officer or Chief Financial Officer stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto (b) As soon as available to the Company and in any event within forty five (45) days after the Companyend of each fiscal quarter of the Parent, an unaudited/internal balance sheet and statements of income, retained earnings and cash flows of each of the Parent’s use and each of commercially reasonable efforts its Subsidiaries’ as at the end of and for such quarter and for the year to so obtaindate period then ended, prepared on a consolidating and consolidated basis to include the Parent, each Subsidiary of the Parent and each of their respective affiliates, all prepared in accordance with GAAP, subject to year-end adjustments and accompanied by a certificate of said accountants thatthe Parent’s President, Chief Executive Officer or Chief Financial Officer, stating (i) that such financial statements have been prepared in the course of their examination necessary for their certification accordance with GAAP, subject to year-end audit adjustments, and (ii) whether or not such officer has knowledge of the foregoing, they have obtained no knowledge occurrence of any Default or Unmatured DefaultEvent of Default hereunder not theretofore reported and remedied and, or if, in the opinion of such accountants, any Default or Unmatured Default shall existif so, stating in reasonable detail the nature and status thereof. (ii) Within 45 days (or such earlier date as facts with respect thereto; ; provided, however that if the ADSX Merger is consummated, then the Company may be required to file its applicable quarterly report on Form 10-Q by the rules shall deliver unaudited/internal balance sheet and regulations statements of the SEC) after the close income, retained earnings and cash flows of each of the first three quarterly periods of each fiscal year, for itself Applied Digital which shall include consolidated and its Subsidiaries, consolidated unaudited consolidating balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning end of such fiscal year to quarter and results of operations for the end fiscal quarter then ended for each of such quarterthe Applied Digital subsidiaries, including the Parent, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all certified prepared in accordance with GAAP, subject to year-end adjustments and accompanied by a Designated certificate of Applied Digital’s President, Chief Executive Officer or Chief Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default existssuch financial statements have been prepared in accordance with GAAP, or if any Default or Unmatured Default existssubject to year-end audit adjustments, stating the nature and status thereof and (ii) setting forth the calculation and uses whether or not such officer has knowledge of the Available Amount for occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.facts with respect thereto; (vc) Promptly As soon as available and in any event within 30 Business Days thirty (30) days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)end of each calendar month, a statementan unaudited/internal balance sheet and statements of income, signed by a Designated Financial Officer retained earnings of each of the CompanyParent and its Eligible Subsidiaries as at the end of and for such month and for the year to date period then ended, describing said Reportable Event prepared on a consolidating and consolidated basis to include the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Parent, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result each Subsidiary of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, Parent and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any each of their respective securities holders (other than affiliates, all prepared in accordance with GAAP, subject to year-end adjustments and accompanied by a certificate of the Company Parent’s President, Chief Executive Officer or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses Chief Financial Officer, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, and (ii) abovewhether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto; (d) Within thirty (30) days after the end of each month (or more frequently if Lender so requests, provided that, so long as to any information contained in materials furnished pursuant to clause (vii) abovethere is no Event of Default, the Company shall not be separately required to furnish produce such report more than twice per month), agings of each Company’s Accounts, unaudited trial balances and their accounts payable and a calculation of each Company’s Accounts, Eligible Accounts, Inventory and/or Eligible Inventory, provided, however, that if Lender shall request the foregoing information under more often than as set forth in the clauses immediately preceding clause, each Company shall have fifteen (15) days from each such request to comply with Lender’s demand; (e) Promptly after (i) or (ii) abovethe filing thereof, provided the foregoing shall not be in derogation copies of the obligation of Parent’s most recent registration statements and annual, quarterly, monthly or other regular reports which the Company to furnish Parent files with the information Securities and materials described in Exchange Commission (the above clauses (i) “SEC”), and (ii) above at the times specified therein. Materials required issuance thereof, copies of such financial statements, reports and proxy statements as the Parent shall send to be delivered pursuant to any of clauses its stockholders. (if) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and The Parent shall be deemed to have been delivered on the date (i) on which the Company posts such documentsdeliver, or provides a link thereto on cause the Company’s website on applicable Subsidiary of the InternetParent to deliver, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent other information as Lender shall have received written notice of such postingreasonably request.

Financial Reporting. The Company Borrower will maintain, for itself and ------------------- each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, consistently applied, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 As soon as practicable and in any event within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsFiscal Years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably accountants, acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, flows accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods Fiscal Quarters of each fiscal yearof its Fiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss consolidating statements of income, retained earnings and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iiii) If any Subsidiary has been designated as an Unrestricted Upon the earlier of (A) fifteen (15) days after the regulatory filing date or (B) seventy-five (75) days after the close of each fiscal year of each Insurance Subsidiary, concurrently copies of the unaudited Annual Statement of such Insurance Subsidiary, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each delivery June 15, copies of financial statements under Section 6.01(iprepared in accordance with SAP, or generally accepted accounting principles with a reconciliation to SAP, and certified by independent certified public accountants of recognized national standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) abovesixty (60) days after the close of each of the first three (3) fiscal quarters of each fiscal year of each Insurance Subsidiary, copies of the unaudited Quarterly Statement of each of the Insurance Subsidiaries, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP. (e) Promptly and in substantially any event within ten (10) days after (i) learning thereof, notification of any changes after the same form as date of this Agreement in the financial statements delivered pursuant to Section 6.01(i) or rating given by A.M. Best & Co. in respect of any Insurance Subsidiary and (ii) above) prepared on the basis receipt thereof, copies of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary. (ivf) Copies of any outside actuarial reports prepared with respect to any valuation or appraisal of any Insurance Subsidiary, promptly after the receipt thereof. (g) Together with the financial statements required under Sections 6.1(iby clauses (a) and (ii)b) above, a compliance certificate in substantially ----------- --- the form of Exhibit F attached B hereto (a “Compliance Certificate”) signed by a Designated Financial Officer the Borrower's chief financial --------- officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vh) Promptly after the same becomes available after the close of each Fiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (i) As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Termination Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said Reportable Termination Event and the action which the Company Borrower proposes to take with respect thereto. (vij) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (ai) any written notice notice, claim, complaint or claim order to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Company, Borrower or any of its Subsidiaries, or any other Person Subsidiaries of any Hazardous Substances Materials into the environment or requiring that action be taken to respond to or clean up a Release of Hazardous Materials into the environment, and (bii) any written notice notice, complaint or citation alleging any violation of any Environmental Law or Environmental Permit by the Company Borrower or any of its Subsidiaries, which, in either case, . Within ten days of the Borrower or any Subsidiary having knowledge of the enactment or promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (viik) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (l) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with the Securities and Exchange Commission, the National Association of Securities Dealers, any of their respective securities holders (other than exchange, the Company or another Subsidiary) NAIC or any securities exchange insurance commission or department or analogous Governmental Authority (including any filing made by the SEC pertaining to the Company Borrower or any of its Restricted Subsidiaries as Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the issuer of securitiesNAIC, any insurance commissioner or department or analogous Governmental Authority. (viiim) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any material tax assessment, demand, notice of proposed deficiency or notice of deficiency received by Parent or any other Consolidated Person or (ii) the filing of any tax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of the Borrower and its Subsidiaries taken as a whole. (n) Promptly after available, any management letter prepared by the accountants conducting the audit of the financial statements delivered pursuant to Section 6.1(a). (o) Promptly after reviewed by the board of directors of the Borrower, a copy of the Borrower's investment policy compliance report. (p) Such other information (including including, without limitation, the annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary rated by A.M. Best & Co. and non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Parent will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, consistently applied, and will furnish to the Administrative Agent, with sufficient copies for the benefit of the LendersBanks: (ia) Within As soon as practicable and in any event within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by KPMG or other independent certified public accountants reasonably accountants, acceptable to the Administrative AgentBanks, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its SubsidiariesSubsidiaries and for the Subsidiary Borrower (other than consolidating financial statements), including and to the extent available, for Nuveen Advisory, Nuveen Institutional, Nuveen Asset Management and Ritt▇▇▇▇▇▇▇, ▇▇cluding balance sheets as of the end of such period, period and related profit and loss statementsstatements of income, and a statement of cash flows, and if available changes in stockholders' equity (to the Company after extent available for entities other than the Company’s use Parent) and cash flows (provided that so long as the common stock of commercially reasonable efforts the Parent is listed for trading on the NYSE, the foregoing requirement as to so obtain, the Parent's consolidated financial statements may be satisfied by the delivery of the Parent's Annual Report to Stockholders and its Annual Report on Form 10-K filed with the SEC containing such information) and accompanied by (i) any management letter prepared by said accountants and (ii) a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Event of Default or Unmatured Default, or if, in the opinion of such accountants, any Event of Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within As soon as practicable and in any event within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods fiscal quarters of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated and for each of the Subsidiary Borrower, Nuveen Advisory, Nuveen Institutional, Nuveen Asset Management and Ritt▇▇▇▇▇▇▇ ▇▇▇solidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit statements of income, changes in stockholders' equity and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer (provided that so long as the common stock of the Parent is listed for trading on the NYSE, the foregoing requirement as to the Parent's consolidated financial statements may be satisfied by the delivery of the Parent's Quarterly Report on Form 10-Q as filed with the SEC containing such information; and provided further, that the foregoing requirement as to the quarterly financial statements of the Subsidiary Borrower, Nuveen Advisory and Nuveen Institutional may be satisfied by the delivery of Form 17-H of the Subsidiary Borrower and its Materially Associated Persons for each fiscal quarter (including the fourth fiscal quarter) as filed with the SEC containing such information.) (c) As soon as practicable and in any event within 25 days after the close of each fiscal quarter of each of its fiscal years, the FOCUS report for such fiscal quarter filed by the Subsidiary Borrower with the SEC. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivd) Together with the financial statements required under Sections 6.1(iby clauses (a) and (iib) above and additionally for purposes of determining the Applicable Margin within 45 days after the close of the fourth fiscal quarter of each fiscal year (which preliminary determination shall be subject to adjustment upon receipt of audited annual financial statements (or Form 10-K) and shall not be deemed to constitute a misrepresentation or breach if prepared in good faith and the audited numbers differ from the unaudited fourth quarter results), a compliance certificate in substantially the form of Exhibit F attached C hereto (a “Compliance Certificate”) signed by a Designated Financial Officer its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Event of Default or Unmatured Default exists, or if any Event of Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (ve) Promptly As soon as possible and in any event within 30 Business Days 10 days after any officer of the Company Parent knows that any Reportable Termination Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyParent, describing said Reportable Termination Event and the action which the Company Parent proposes to take with respect thereto. (vif) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt any officer of the Parent learns thereof, notice of the assertion or commencement of any claim, action, litigation, suit or proceeding against or affecting the Parent or any Subsidiary, including any investigation or proceeding commenced by the Company (or such longer period as is acceptable to the Administrative Agent)SEC, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the CompanyNASD, any of its SubsidiariesMSRB, NYSE or any other Person of any Hazardous Substances into the environmentGovernmental Authority, and (b) any written notice alleging any violation of any Environmental Law by the Company self-regulatory organization or any of its Subsidiariessecurities exchange, which, in either case, which could reasonably be expected to have a Material Adverse Effect. (viig) Promptly upon the furnishing thereof to the shareholders of the Parent copies of all financial statements, reports and proxy statements so furnished. (h) Within 15 days after the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Parent or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSecurities and Exchange Commission. (viiii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) Bank may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 five days (or after the earlier of the date on which such earlier date as the Company may be required to file its applicable annual report on Form 10-K is required to be filed by the rules Borrower with the SEC and regulations the date 60 days after the end of each fiscal year of the SEC) after Borrower, copies of the report filed by the Borrower with the SEC on Form 10-K in respect of such fiscal year or, if the Borrower is not required to file such a report in respect of such fiscal year, the consolidated balance sheet and related consolidated statements of income and cash flows of the Borrower and its Subsidiaries, as of the close of each such fiscal year, all audited by independent accountants of recognized national standing and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present the financial position, results of operations, cash flows and changes in stockholders’ equity of the Borrower and its fiscal yearsSubsidiaries, an audit report in accordance with Agreement Accounting Principles (and without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.); (ii) Within 45 five days (or after the earlier of the date on which such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q is required to be filed by the rules Borrower with the SEC and regulations of the SEC) date 40 days after the close end of each of the first three quarterly periods of each of its fiscal yearyears, for itself (a) copies of the report filed by the Borrower with the SEC on Form 10-Q in respect of such fiscal quarter or (b) if the Borrower is not required to file such a report in respect of such fiscal quarter, the consolidated balance sheet and related consolidated statements of income and cash flows of the Borrower and its Subsidiaries, consolidated unaudited balance sheets as at of the close of each such period fiscal quarter and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer.the Borrower’s chief financial officer; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) G signed by a Designated Financial Officer its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.thereof; (viv) Promptly As soon as possible and in any event within 30 Business Days days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Companyoccurrence of any ERISA Event that, describing said Reportable Event and the action which the Company proposes alone or together with any other ERISA Events that have occurred, could reasonably be expected to take with respect thereto.have a Material Adverse Effect; and (viv) Promptly As soon as possible and in any event within 15 Business Days 30 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in the case of either caseof the foregoing clauses (a) or (b), could reasonably be expected to have a Material Adverse Effect.; (vi) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished; (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities.SEC; and (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses Section 6.1(i), (i) through ii), (vi), or (vii), inclusive, above ) (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 and certified on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet, and gives written notice thereof to Internet at the Administrative Agentwebsite address listed in Section 13.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent has have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that reasonably 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 (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates in Section 6.1(iii), the Administrative Agent shall have received written notice 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 postingdocuments.

Financial Reporting. The Company Each Borrower will maintain, for itself and each Subsidiaryof its subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish deliver to the Administrative Agent, for and the benefit Agent shall promptly deliver to each of the Lenders: (ia) Within 90 75 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsyear, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, Borrower’s audited consolidated financial statements prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiariesbasis, including balance sheets as of the end of such period, related profit statements of income and loss statements, and a statement statements of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) an audit report, unqualified as to scope, of a certificate nationally recognized firm of independent public accountants and (ii) any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, such Borrower’s consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements of income and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with GAAP (except for the absence of footnotes and year-end adjustments) and consistency by a Designated Financial Officerits chief financial officer, controller or treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(iparagraphs (a) and (ii)b) of this Section, a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer such Borrower’s chief financial officer, controller, treasurer or assistant treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company such Borrower knows that any Reportable ERISA Event has occurred and has determined that such event, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Borrower, a statement, signed by a Designated Financial Officer the chief financial officer, controller or treasurer of the Companysuch Borrower, describing said Reportable ERISA Event and the action which the Company such Borrower proposes to take with respect thereto. (vie) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (ai) any written notice or claim to the effect that the Company such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Companysuch Borrower, any of its Subsidiaries, Subsidiaries or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (bii) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company such Borrower or any of its Subsidiaries, whichif, in the case of either caseclause (i) or (ii) above, could such Borrower has determined that such liability or violation would reasonably be expected to have a Material Adverse EffectEffect with respect to such Borrower. (viif) Promptly after the sending or filing upon becoming aware thereof, copies notice of all reports, proxy statements and financial statements that the Company any downgrading of such Borrower’s S&P Rating or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange ▇▇▇▇▇’▇ Rating or the SEC pertaining rating (if any) of such Borrower’s Obligations hereunder, senior unsecured debt, commercial paper or First Mortgage Bonds or of such Borrower’s corporate, issuer or issuer default rating by ▇▇▇▇▇’▇ or S&P. (g) Within five Business Days after an Authorized Officer of either Borrower becomes aware thereof, notice of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, that such Borrower has determined would reasonably be expected to the Company or any of its Restricted Subsidiaries as the issuer of securitieshave a Material Adverse Effect with respect to such Borrower. (viiih) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Information required to be delivered pursuant to any paragraph (a) or (b) of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall be available on the date (i) on which website of the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Any information required to be delivered pursuant to this Section shall be deemed to have been delivered to the Administrative Agent; or (ii) on which Lenders if such documents are information shall have been posted on by the Company’s behalf Agent on an Internet IntraLinks or intranet website, if any, similar site to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored Lenders have been granted access. Information required to be delivered by the Administrative Borrowers pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish or cause to the Administrative Agent, for the benefit of the Lendersbe furnished to Bank: (i1) Within 90 forty-five (45) days after each Quarter-End (or such earlier date as a) an unaudited (management-prepared) income statement of Borrower for the Company may be required applicable Quarter, and (b) an unaudited (management-prepared) balance sheet of Borrower for the applicable Quarter, all in reasonable detail with Bank having full access to file its applicable annual report on Form 10-K by the rules all supporting schedules and regulations of the SEC) after the close of each of its fiscal yearscomments, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable Borrower’s president, or principal financial officer to the Administrative Agent, have been prepared in accordance with GAAP on Generally Accepted Accounting Principles consistently applied by Borrower, except for any inconsistencies explained in such certificate; (2) Within one hundred twenty (120) days after each Fiscal Year-End (a) an income statement of Borrower for such Fiscal Year, and (b) a consolidated basis for itself and its Subsidiaries, including balance sheets sheet of Borrower as of the end of such periodFiscal Year, related profit all in reasonable detail, including all supporting schedules and loss statementscomments; such statements and balance sheets to be audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or by another independent certified public accountant reasonably acceptable to Bank, and a statement of cash flowscertified by such accountants to have been prepared in accordance with Generally Accepted Accounting Principles consistently applied by Borrower, except for any inconsistencies explained in such certificate; in addition, Borrower will obtain from such independent certified public accountants and if available deliver to the Company Bank, within one hundred twenty (120) days after the Company’s use close of commercially reasonable efforts to so obtaineach Fiscal Year, accompanied by a certificate of said accountants that, their written statement that in making the course of their examination necessary for to their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or ifdisclosing all Defaults of which they have obtained knowledge; provided, however, that in the opinion of making their examination such accountants, any Default or Unmatured Default accountants shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may not be required to file its applicable quarterly report on Form 10-Q by go beyond the rules and regulations bounds of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows generally accepted auditing procedures for the period purpose of certifying financial statements; and Bank shall have the right, from time to time, to discuss any Borrower Party’s affairs directly with Borrower Party’s accountants, and any such accountants are authorized and directed to give Bank any information Bank may request at any time regarding the beginning financial affairs of such fiscal year Borrower Party and are authorized and directed to the end furnish Bank with copies of such quarter, all certified by a Designated Financial Officer.any documents in their possession related thereto; (iii3) If Within forty-five (45) days after each Quarter-End, a Compliance Certificate for the applicable Quarter, certified to be correct by Borrower’s principal financial officer; (4) Promptly upon receipt thereof, copies of any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently “management letter” submitted to Party by its certified public accountants in connection with each delivery of financial statements under Section 6.01(i) annual, interim or (ii) abovespecial audit, financial statements (and promptly upon completion thereof, any response reports from Borrower in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail.respect thereof; and (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii5) Promptly after the sending or making available or filing thereofof the same, copies of all reports, proxy statements and financial statements that Borrower sends or makes available to its Equity Owners and all registration statements and reports that Borrower files with the Company Securities and Exchange Commission (or any other similar Governmental Authority), the National Association of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) Securities Dealers or any national securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesexchange. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Parent will maintain, for itself and each of ------------------- its Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, consistently applied, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 As soon as practicable and in any event within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsFiscal Years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably accountants, acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, flows accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods Fiscal Quarters of each fiscal yearof its Fiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss consolidating statements of income, retained earnings and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iiii) If any Upon the earlier of (A) fifteen (15) days after the regulatory filing date or (B) seventy-five (75) days after the close of each fiscal year of each Insurance Subsidiary has been designated as an Unrestricted of the Parent, copies of the unaudited Annual Statement of such Insurance Subsidiary, concurrently certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each delivery June 15, copies of financial statements under Section 6.01(iprepared in accordance with SAP, or generally accepted accounting principles with a reconciliation to SAP, and certified by independent certified public accountants of recognized national standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) abovesixty (60) days after the close of each of the first three (3) fiscal quarters of each fiscal year of each Insurance Subsidiary of the Parent, copies of the unaudited Quarterly Statement of each of the Insurance Subsidiaries of the Parent, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP. (e) Promptly and in substantially any event within ten (10) days after (i) learning thereof, notification of any changes after the same form as date of this Agreement in the financial statements delivered pursuant to Section 6.01(i) or rating given by A.M. Best & Co. in respect of any Insurance Subsidiary of the Parent and (ii) above) prepared on the basis receipt thereof, copies of consolidating the accounts any ratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailParent. (ivf) Copies of any outside actuarial reports prepared with respect to any valuation or appraisal of any Insurance Subsidiary of the Parent, promptly after the receipt thereof. (g) Together with the financial statements required under Sections 6.1(iby clauses (a) and (ii)b) above, a compliance certificate in substantially the form of Exhibit F attached B hereto (a “Compliance Certificate”) signed by a Designated Financial Officer the Borrower's chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vh) Promptly after the same becomes available after the close of each Fiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (i) As soon as possible and in any event within 30 Business Days 10 days after the Company such Loan Party knows that any Reportable Termination Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the Companysuch Loan Party, describing said Reportable Termination Event and the action which the Company such Loan Party proposes to take with respect thereto. (vij) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Loan Party, a copy of (ai) any written notice notice, claim, complaint or claim order to the effect that the Company such Loan Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Company, such Loan Party or any of its Subsidiaries, or any other Person Subsidiaries of any Hazardous Substances Materials into the environment, and (b) any written notice alleging environment or requiring that action be taken to respond to or clean up a Release of Hazardous Materials into any violation of any Environmental Law or Environmental Permit by the Company such Loan Party or any of its Subsidiaries, which, in either case, . Within ten days of such Loan Party or any of its Subsidiaries having knowledge of the enactment or promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, such Loan Party shall provide the Agent with written notice thereof. (viik) Promptly after upon the sending or furnishing thereof to the shareholders of such Loan Party, copies of all financial statements, reports and proxy statements so furnished. (l) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which such Loan Party or any of its Restricted Subsidiaries sends to or files with the Securities and Exchange Commission, the National Association of Securities Dealers, any of their respective securities holders (other than exchange, the Company or another Subsidiary) NAIC or any securities exchange insurance commission or the SEC pertaining to the Company department or analogous Governmental Authority (including any filing made by such Loan Party or any of its Restricted Subsidiaries as pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the issuer of securitiesNAIC, any insurance commissioner or department or analogous Governmental Authority. (viiim) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any material tax assessment, demand, notice of proposed deficiency or notice of deficiency received by Holdings or any other Consolidated Person or (ii) the filing of any tax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of such Loan Party and its Subsidiaries taken as a whole. (n) Promptly after available, any management letter prepared by the accountants conducting the audit of the financial statements delivered pursuant to Section 6.1(a). (o) Promptly after reviewed by the relevant board of directors, a copy of the Borrower's and Parent's investment policy compliance report. (p) Such other information (including including, without limitation, the annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary of the Parent rated by A.M. Best & Co. and non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself So long as the Lessee is subject to ------------------- the reporting requirements of Sections 13 and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit 15(d) of the Lenders: Securities Exchange Act of 1934, as amended, Lessee will deliver to Lessor and to any Lender (ia) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report copies of all of Lessee's Annual Reports on Form 10-K by within ninety (90) days after filing the rules same with the Securities and regulations of Exchange Commission ("SEC"), (b) Quarterly Reports on Form 10-Q within sixty (60) days after filing the same with the SEC, and (c) with reasonable promptness, such additional information (including copies of public reports filed by Lessee) regarding the business affairs and financial condition of Lessee as Lessor or any Lender may reasonably request. If Lessee is no longer subject to such reporting requirements, Lessee will deliver to Lessor and to any Lender within 90 days after the close end of each fiscal year of Lessee, a balance sheet of Lessee and its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception consolidated subsidiaries as to at the scope end of such audit) year and a statement of profits and losses of Lessee and its consolidated subsidiaries for such year setting forth in each case, in comparative form, the corresponding figures for the preceding fiscal year, and certified by independent certified public accountants reasonably acceptable to of recognized national (in the Administrative AgentUnited States) standing selected by Lessee and within 60 days after the end of each fiscal quarter of Lessee a balance sheet of Lessee and its consolidated subsidiaries as at the end of such quarter and statements of profit and losses of Lessee and its consolidated subsidiaries for such quarter setting forth in each case, in comparative form, the corresponding figures for the similar quarter of the preceding year, and certified by the chief financial officer of Lessee, the foregoing financial statements all being prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiariesgenerally accepted accounting principles, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofconsistently applied. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and Companies agree to furnish to the Administrative Agent, for Agent and the benefit Lenders (it being understood that the filing of any of the following by Parent with the Securities and Exchange Commission shall constitute “furnishing to the Agent and the Lenders:” for all purposes hereunder): (i) Within 90 (x) within ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such periodeach fiscal year of Parent, related profit and loss statements, a Consolidated Balance Sheet and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets Consolidating Balance Sheet as at the close of each such period year, and consolidated unaudited and consolidating statements of profit and loss and cash flow of Parent and its consolidated Subsidiaries for such year, audited by independent public accountants selected by Parent, together with (x) the unqualified opinion of the accountants preparing such consolidated financial statements and (y) if requested by the Agent, such accountants’ management practice letter, as soon as practicable after such letter is received by Parent; (ii) (a) within thirty (30) days after the end of each month (excluding the months of February and March of each fiscal year), (x) a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to Consolidated Balance Sheet and a Consolidating Balance Sheet as at the end of such quartermonth, all (y) consolidated and consolidating statements of profit and loss of Parent and its consolidated Subsidiaries for the period commencing on the first day of the current fiscal year through the end of such month, and consolidated statements of profit and loss for such month, and (z) comparative statements of profit and loss of Parent and its consolidated Subsidiaries for the same month and same fiscal year-to-date period in the prior fiscal year, certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of authorized financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts accounting officer of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. Funds Administrator (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining authorized officer satisfactory to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.; and

Financial Reporting. The Company will maintain, for itself and each Subsidiary, Such ABFS Entity shall maintain a system of accounting established and administered in accordance with GAAP, and shall clearly reflect therein the transfer of Purchased Assets to the Buyer. ABFS shall furnish to the Administrative Agent, for the benefit of the LendersBuyer: (i) Within 90 ninety (90) days (or such earlier date after the close of each fiscal year, the consolidated, audited balance sheets of ABFS as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SECend of each fiscal year, and the audited financial statements of income and changes in equity of ABFS, and the audited statement of cash flows of ABFS, for such fiscal year, all in reasonable detail and accompanied by an opinion of an accounting firm as to said financial statements; (ii) Within forty-five (45) days after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the ABFS's first three quarterly periods of fiscal quarters in each fiscal year, for itself and its Subsidiaries, consolidated year unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows income statements, for the period from the beginning of such fiscal year to the end of such quarterfiscal year, all subject, however, to normal year-end adjustments and the inclusion of footnotes, and certified by a Designated Financial Officer.an executive officer of ABFS; (iii) If any Subsidiary has been designated Within thirty (30) days after the end of each calendar month, the unaudited balance sheets of ABFS as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for ABFS for such period and the portion of the fiscal year through the end of such period, subject, however, to year end adjustments and the inclusion of footnotes, and certified by an Unrestricted Subsidiary, concurrently executive officer of ABFS; (iv) Simultaneously with the furnishing of each delivery of the financial statements under Section 6.01(i) or to be delivered pursuant to subsection (ii) above, financial statements (in substantially or monthly upon the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii)Buyer's request, a compliance certificate in substantially the form of Exhibit F attached A hereto (a “Compliance Certificate”) signed and certified by a Designated Financial Officer an executive officer of ABFS and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.Seller; (v) Promptly Copies of any 10-Ks, 10-Qs, registration statements and in any event other "corporate finance" SEC filings (other than 8-Ks) by ABFS, within 30 five (5) Business Days of their filing with the SEC; provided, that, the Seller or any Affiliate will provide the Buyer with a copy of the annual 10-K filed with the SEC by ABFS no later than 90 days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer end of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.year; and (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Promptly, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time time, such other information regarding the business affairs, operations and financial condition of ABFS and the Seller as the Buyer may reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Lender (in such number of copies as the benefit of the Lenders:Lender may reasonably request): (ia) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsyear, an audit report (report, which shall be without a “going concern” or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) certified , issued by independent certified public accountants of recognized national standing and reasonably acceptable to the Administrative AgentLender, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) any management letter prepared by said accountants, and (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault with respect to the Borrower, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as ; provided that if Borrower is then a “registrant” within the Company may be meaning of Rule 1-01 of Regulation S-X of the SEC and required to file its applicable quarterly a report on Form 10-Q by K with the rules SEC, a copy of Borrower’s annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (h) of this Section) or any successor form and regulations a manually executed copy of the accompanying report of Borrower’s independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (a); (b) Within 60 days after the close of each of the first three quarterly periods of each of the Borrower’s fiscal yearyears commencing during the term of this Agreement, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of its chief financial statements under Section 6.01(i) officer or (ii) above, financial statements (in substantially if Borrower is then a “registrant” within the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis meaning of consolidating the accounts Rule 1-01 of Regulation S-X of the Company SEC and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated required to file a report on Form 10-Q with the Company or accounted SEC, a copy of Borrower’s report on Form 10-Q for on such quarterly period, excluding the basis exhibits thereto, unless such exhibits are requested under clause (h) of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthis Section. (ivc) Together with the financial statements (or reports) required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial an Authorized Officer of the Borrower showing the calculations necessary to determine the Borrower’s compliance with Section 6.13 of this Agreement and stating (i) that that, to the knowledge of such officer, no Default or Unmatured Default with respect to the Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (ai) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (bii) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could be reasonably be expected to have a Material Adverse Effect. (viie) Promptly after upon the sending or Borrower’s furnishing thereof to its shareholders generally, copies of all financial statements, reports and proxy statements so furnished. (f) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viiig) As soon as the Borrower obtains knowledge of an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the anticipated or actual date of and all other publicly disclosed material terms and conditions surrounding such proposed or actual Change in Control. (h) Such other information (including non-financial nonfinancial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses clause (i) through (viia), inclusive(b), (e) or (f) above (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 Company Borrower posts such documents, or provides a link thereto thereto, on the Company’s a website on the Internet, and gives written notice thereof internet at a website address previously specified to the Administrative AgentLender; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet IntraLinks or intranet another relevant website, if any, to which the Administrative Agent Lender has access access; provided that (whether i) upon request of the Lender, the Borrower shall deliver paper copies of such documents to the Lender (until a commercial, third-party website or whether sponsored written request to cease delivering paper copies is given by the Administrative Agent), Lender) and (ii) the Administrative Agent Borrower shall have received written notice notify (which may be by facsimile or electronic mail) the Lender of such postingthe posting of any documents.

Financial Reporting. The Company will maintainwill (1) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year), for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish provide to the Administrative Agent, for the benefit Trustee copies of the Lenders: (i) Within 90 days (or such earlier date as unaudited financial statements of the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations consisting of a consolidated balance sheet of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself Company and its Subsidiaries, including balance sheets Subsidiaries as of the end of such period, related profit and loss statements, quarter and a consolidated statement of income and a consolidated statement of cash flows, and if available to flows of the Company and its Subsidiaries for such quarter and for the portion of the fiscal year through such quarter, all in reasonable detail and certified (subject to normal year-end audit adjustments) on behalf of the Company by an officer of the Company as having been prepared in accordance with generally acceptable accounting principles consistently applied; (2) within ninety (90) days after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods end of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at provide to the close Trustee copies of each such period and consolidated unaudited profit and loss the audited financial statements and of the Company consisting of a consolidated unaudited balance sheet and statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts stockholders' equity of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not of the end of such fiscal year and a consolidated with statement of income and a consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the preceding fiscal year, certified without qualification as to scope of audit by independent public accountants of recognized national standing selected by the Company; (3) promptly upon any officer of the Company obtaining knowledge thereof, provide to the Trustee written notice of any action, suit, proceeding or investigation pending or threatened against or affecting the Company or accounted for on the basis any Subsidiary of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to their respective properties before any Person as a result of the Release by the Companycourt, any of its Subsidiariesgovernmental agency or regulatory authority (whether federal, state or any other Person of any Hazardous Substances into the environment, and (blocal) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, which could reasonably be expected to have a Material Adverse Effect.; and (vii4) Promptly after promptly upon their distribution, provide to the sending or filing thereof, Trustee copies of all financial statements, reports, notices and proxy statements and financial statements that sent by the Company or any of to its Restricted Subsidiaries sends security holders generally and all regular and periodic reports, registration statements and other filings relating to or files with any of their respective securities holders the Notes (other than and all amendments and supplements thereto) filed by the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding with the foregoing clauses (i) Securities and (ii) above, as to Exchange Commission or with any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation national securities exchange on which any of the obligation Company's securities are listed, and copies of all press releases and other statements made available generally by the Company to furnish the information and materials described public concerning material developments in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any business of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.. 45

Financial Reporting. The Company Borrowers will maintain, for itself Whirlpool and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of distribution to the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its Whirlpool's fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agentof recognized national standing selected by Whirlpool, prepared in accordance with GAAP generally accepted accounting principles on a consolidated basis for itself Whirlpool and its Consolidated Subsidiaries, including a consolidated balance sheets sheet as of the end of such period, period and related profit consolidated statements of earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.; (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of Whirlpool's fiscal yearyears, for itself Whirlpool and its the Consolidated Subsidiaries, an unaudited consolidated unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of earnings and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified certified, subject to year-end audit adjustments, by a Designated Financial an Authorized Officer.; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(ipursuant to clauses (i) and (ii)) above, a compliance certificate in substantially the form of Exhibit F attached "G" hereto (a “Compliance Certificate”) signed by a Designated Financial an Authorized Officer showing the calculations necessary to determine compliance with this Credit Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof; (iv) Promptly upon the furnishing thereof to the shareholders of Whirlpool, copies of all financial statements, reports and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.proxy statements so furnished; (v) Promptly and in any event within 30 Business Days after upon the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Whirlpool or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders the Securities and Exchange Commission; (other than the Company or another Subsidiaryvi) If and when Whirlpool or any securities exchange member of the Controlled Group (A) gives or the SEC pertaining is required to give notice to the Company PBGC of any Reportable Event with respect to any Plan which would constitute grounds for a termination of such Plan under ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of its Restricted Subsidiaries any Reportable Event, (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA, (C) receives notice that any Multiemployer Plan is in reorganization under Section 4242 of ERISA or may become insolvent under Section 4245 of ERISA, or (D) receives notice from the PBGC that it will institute proceedings asserting liability under Title IV of ERISA or to terminate a Plan under Section 4042 of ERISA or will apply to the appropriate United States District Court to seek the appointment of a trustee to administer any Plan, then, in each such event, Whirlpool shall deliver to the Administrative Agent copies of such notice given, required to be given or received, as the issuer case may be; provided that Whirlpool shall be required to deliver copies of securities.the notices referred to in this Section 7.01(vi) only to the extent that it knows or should know of the giving or receipt of such a notice; (viiivii) Such Within a reasonable time after receipt of a request therefor, which time shall in any event be not less than two days nor more than thirty days, such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses ; and (iviii) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides Promptly after a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which Borrower has notified the Administrative Agent has access of any intention by such Borrower to treat the Advances as being a "reportable transaction" (whether a commercial, thirdwithin the meaning of Treasury Regulation Section 1.6011-party website or whether sponsored by the Administrative Agent4), and the Administrative Agent shall have received written notice a duly completed copy of such postingIRS Form 8886 or any successor form.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in subsections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said such Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, Agent with copies for the benefit each of the Lenders: (i) Within 90 ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) report and certified by Ernst & Young or other independent certified public accountants reasonably acceptable to the Administrative Agentof recognized national standing, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, statements and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.; (ii) Within 45 forty-five (45) days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated its Chief Financial Officer.; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated its Chief Financial Officer showing the calculations necessary to determine compliance with Section 6.13 of this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and thereof; (iiiv) setting forth the calculation and uses Promptly upon its receipt thereof, a statement of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.Unfunded Liabilities of each Single Employer Plan, as prepared by an actuary enrolled under ERISA; (v) Promptly and in any event within 30 Business Days after upon an Authorized Officer of the Company knows Borrower obtaining knowledge that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Single Employer Plan, a statement, signed by a Designated the Chief Financial Officer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto.; (vi) Promptly and in any event within 15 Business Days after upon receipt by an Authorized Officer of the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, Subsidiaries which, in either case, could reasonably be expected to have a Material Adverse Effect.; (vii) Promptly after upon the sending or furnishing thereof to the shareholders generally of the Borrower, copies of all financial statements, reports and proxy statements so furnished; (viii) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities.Securities and Exchange Commission; and (viiiix) Such other financial information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any which financial information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) is either prepared by or (ii) above, provided the foregoing shall not be in derogation on behalf of the obligation of the Company to furnish the information and materials described Borrower or its Subsidiaries in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any ordinary course of clauses (i) through (vii), inclusive, above (business or is otherwise available to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, Borrower or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; its Subsidiaries without unreasonable burden or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such postingexpense.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, Agent for the benefit of Administrative Agent’s distribution to the Lenders: (ia) Within 90 days (As soon as available, but in any event on or such earlier date as prior to the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) 90th day after the close of each of its fiscal yearsyears (commencing with the first fiscal year of the Borrower ending after the Effective Date), an audit report (without a “going concern” or like qualification or exception and without any qualification or exception consolidated balance sheet as to of the scope end of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agentperiod, related statements of operations, comprehensive income/loss, stockholder’s equity and cash flows prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets together with an audit report certified by independent certified public accountants of recognized standing, whose opinion shall not be qualified as to the scope of the end of such period, related profit and loss statements, and a statement of cash flows, and if available audit or as to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification status of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature Borrower and status thereofits consolidated Subsidiaries as a going concern. (iib) Within 45 days (As soon as available, but in any event on or such earlier date as prior to the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) 45th day after the close of each of the first three quarterly periods of each of its fiscal yearyears (commencing with the first such fiscal quarter of the Borrower ending after the Effective Date), for itself and its Subsidiaries, a consolidated (or, at the Borrower’s option and to the extent filed (or to be filed) with the SEC in its quarterly report on Form 10-Q, condensed consolidated) unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit statements of operations, comprehensive income (loss) and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer, chief accounting officer or treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.01(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial Officer and its chief financial officer, chief accounting officer or treasurer stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiid) Such other information (including non-with respect to the business, condition or operations, financial information) or otherwise, and Properties of the Borrower and its Subsidiaries as the Administrative Agent or Agent, including at the request of any Lender (through the Administrative Agent) Lender, may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses (i) through (viiSection 6.01(a), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SECb) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet, and gives written notice thereof Internet at ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website with respect to which the Borrower may from time to time notify the Administrative AgentAgent and to which the Lenders have access; or (ii) on which such documents are posted on the CompanyBorrower’s behalf by the Administrative Agent on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent has have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), ) or filed electronically through ▇▇▇▇▇ and available on the Internet at ▇▇▇.▇▇▇.▇▇▇. The Administrative Agent shall have received written notice 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 postingrequest for delivery. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (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 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 the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.10); (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 be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

Financial Reporting. The Company Borrower will maintain, for itself and ------------------- each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, consistently applied, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 As soon as practicable and in any event within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsFiscal Years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably accountants, acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods Fiscal Quarters of each fiscal yearof its Fiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss consolidating statements of income, retained earnings and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(iby clauses (a) and (ii)b) above, a compliance certificate in substantially ----------- --- the form of Exhibit F attached B hereto (a “Compliance Certificate”) signed by a Designated Financial Officer its chief financial officer --------- showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly after available after the close of each Fiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (e) As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Termination Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said Reportable Termination Event and the action which the Company Borrower proposes to take with respect thereto. (vif) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)either Borrower, a copy of (ai) any written notice notice, claim, complaint or claim order to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the Company, Borrower or any of its Subsidiaries, or any other Person Subsidiaries of any Hazardous Substances Materials into the environment or requiring that action be taken to respond to or clean up a Release of Hazardous Materials into the environment, and (bii) any written notice notice, complaint or citation alleging any violation of any Environmental Law or Environmental Permit by the Company Borrower or any of its Subsidiaries, which, in either case, . Within ten days of the Borrower or any Subsidiary having knowledge of the enactment or promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (viig) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (h) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSecurities and Exchange Commission. (viiii) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any tax assessment, demand, notice of proposed deficiency or notice of deficiency received by the Borrower or any other Consolidated Person or (ii) the filing of any tax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of the Borrower and its Subsidiaries taken as a whole. (j) Promptly after the same becomes available, any management letter prepared by the accountants conducting the audit of the financial statements delivered pursuant to Section 6.1 (a). --------------- (k) As soon as possible and in any event within [3] days after either Borrower obtains knowledge thereof, notice of any change in the Applicable Credit Rating of S&P or ▇▇▇▇▇'▇. (l) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the LendersBorrower will: (i) Within 90 days Make available promptly (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SECin any event within 60 days) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal years, on either ▇▇▇▇▇ or Borrower's Home Page or otherwise transmit to the Lenders a copy of Borrower's report on Form 10-Q (or any comparable form) for such quarter, which report will include Borrower's quarterly unaudited consolidated financial statements as of the end of and for such quarter prepared in accordance with GAAP, subject to changes resulting from any year-end audit adjustment. Upon request, the Administrative Agent shall provide a copy of any such statement or report described above to any Lender that does not have access to ▇▇▇▇▇ or the World Wide Web. (A) Make available promptly (and in any event within 120 days) after the close of its fiscal year, on either ▇▇▇▇▇ or Borrower's Home Page or otherwise transmit to the Lenders a copy of the Borrower's report on Form 10-K (or any comparable form) for itself and its Subsidiariessuch year, which report will include Borrower's annual audited consolidated unaudited balance sheets financial statements as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of and for such quarteryear prepared in accordance with GAAP and (B) promptly after the sending thereof, all certified by deliver a Designated Financial Officercopy of the Borrower's annual report which it sends to its public shareholders. Upon request, the Administrative Agent shall provide a copy of any such statement or report described in clause (A) above to any Lender that does not have access to ▇▇▇▇▇ or the World Wide Web. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently Concurrently with each delivery of making available the financial statements under Section 6.01(ireferred to in clause (i) or and (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), deliver a compliance certificate in substantially the form of Exhibit F attached hereto "C" hereto, in writing, signed by an Authorized Officer of the Borrower (a “"Compliance Certificate”") signed by a Designated Financial Officer certifying that the statements fairly present the Borrower's financial condition and results of the operations of the Borrower at the date and for the period indicated therein, subject to changes resulting from year-end audit adjustments and showing the calculations necessary to determine compliance with this Agreement (including, without limitations, calculations of financial covenants) and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly and in any event within 30 Business Days Within 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Single Employer Plan, deliver a statement, signed by a Designated Financial an Authorized Officer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (viv) Promptly and in any event within 15 Business Days Promptly, after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)becoming aware thereof, a copy of (a) any deliver written notice or claim of any litigation which could reasonably be expected to result in a judgment in excess of $75,000,000 against the effect that the Company Borrower or any of its Principal Subsidiaries net of insurance coverage which is or may reasonably expected to be liable to any Person as a result of the Release paid by the Company, any of its Subsidiariesinsurer, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company event or any of its Subsidiaries, which, in either case, condition which could reasonably be expected to have a Material Adverse Effect. (vi) Make available promptly, all publicly available reports and proxy statements furnished to shareholders on either ▇▇▇▇▇ or Borrower's Home Page. Upon request, the Administrative Agent shall provide a copy of any such statement or report described above to any Lender that does not have access to ▇▇▇▇▇ or the World Wide Web. (vii) Promptly after the sending or filing thereofMake available promptly, copies of all reports, proxy publicly available registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with the SEC either on ▇▇▇▇▇ or Borrower's Home Page. Upon request, the Administrative Agent shall provide a copy of any of their respective securities holders (other than the Company such statement or another Subsidiary) or report described above to any securities exchange Lender that does not have access to ▇▇▇▇▇ or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesWorld Wide Web. (viii) Such Promptly deliver written notice to the Lenders of the occurrence of any Default or Unmatured Default. (ix) Deliver such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Lender (in such number of copies as the benefit of the Lenders:Lender may reasonably request): (i) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsyear, an audit report (report, which shall be without a “going concern” or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) certified , issued by independent certified public accountants of recognized national standing and reasonably acceptable to the Administrative AgentLender, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault with respect to Borrower, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof.; provided that if Borrower is then a “registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-K with the SEC, a copy of Borrower’s annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section) or any successor form and a manually executed copy of the accompanying report of Borrower’s independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (i); (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer or (ii) if Borrower is then a Designated Financial Officer“registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of Borrower’s report on Form 10-Q for such quarterly period, excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements (or reports) required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial an Authorized Officer of Borrower showing the calculations necessary to determine Borrower’s compliance with Section 6.13 of this Agreement and stating (i) that that, to the knowledge of such officer, no Default or Unmatured Default with respect to Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could be reasonably be expected to have a Material Adverse Effect. (viiv) Promptly after upon Borrower’s furnishing thereof to its shareholders generally, copies of all financial statements, reports and proxy statements so furnished. (vi) Promptly upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Borrower or any of its Restricted Subsidiaries sends to or files with any the SEC. (vii) As soon as Borrower obtains knowledge of their respective securities holders (an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the anticipated or actual date of and all other than the Company publicly disclosed material terms and conditions surrounding such proposed or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesactual Change in Control. (viii) Such other information (including non-financial nonfinancial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding . (1) upon request of the foregoing clauses Lender, the Borrower shall deliver paper copies of such documents to the Lender (iuntil a written request to cease delivering paper copies is given by the Lender) and (ii2) above, as to any information contained in materials furnished pursuant to clause the Borrower shall notify (viiwhich may be by facsimile or electronic mail) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation Lender of the obligation posting of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief executive officer, chief financial officer or treasurer. (iii) If Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of the Borrower’s reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(ievent not later than within the periods set forth in subsections 6.1(i) or and (ii) above), financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated shall constitute full compliance with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthose sections. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer its chief executive officer, chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (v) Promptly As soon as possible and in any event within 30 Business Days 10 days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer or treasurer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vi) Promptly As soon as possible and in any event within 15 Business Days 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Principal Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Principal Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Principal Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. The Borrower may satisfy any such notice requirement by delivering to the Administrative Agent a copy of the Borrower’s report on Form 8-K describing such event, promptly following filing thereof with the SEC. (vii) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Principal Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by ▇▇▇▇ & Associates, LLP or an independent certified public accountants reasonably registered accounting firm acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit consolidated statements of income, changes in stockholder equity, comprehensive income and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of any report on internal controls prepared by said accountants thataccountants, in each case setting forth in comparative form the course of their examination necessary figures for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofpreceding fiscal year. (iib) Within 45 forty-five (45) days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearyears, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements statement of income and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.1(a) and (iib), a compliance certificate Compliance Certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial Officer its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly As soon as possible and in any event within 30 Business Days ten (10) days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vie) Promptly and in any event within 15 Business Days after receipt by upon the Company (or such longer period as is acceptable furnishing thereof to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result shareholders of the Release by the CompanyBorrower, any copies of its Subsidiariesall financial statements, or any other Person of any Hazardous Substances into the environment, reports and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effectproxy statements so furnished. (viif) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSecurities and Exchange Commission. (viiig) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Agent (in such number of copies as the benefit of the Lenders:Agent may reasonably request): (ia) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (report, which shall be without a “going concern” or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) certified , issued by independent certified public accountants of recognized national standing and reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) any management letter prepared by said accountants, and (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as ; provided that if Borrower is then a “registrant” within the Company may be meaning of Rule 1-01 of Regulation S-X of the SEC and required to file its applicable quarterly a report on Form 10-Q by K with the rules SEC, Borrower’s annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (h) of this Section 6.1) or any successor form and regulations a manually executed copy of the accompanying report of Borrower’s independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (a). (b) Within 60 days after the close of each of the first three quarterly periods of each of its fiscal yearyears commencing during the term of this Agreement, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of its chief financial statements under Section 6.01(i) officer or (ii) above, financial statements (in substantially if Borrower is then a “registrant” within the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis meaning of consolidating the accounts Rule 1-01 of Regulation S-X of the Company SEC and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated required to file a report on Form 10-Q with the Company or accounted SEC, Borrower’s report on Form 10-Q for on such quarterly period, excluding the basis exhibits thereto, unless such exhibits are requested under clause (h) of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detailthis Section 6.1. (ivc) Together with the financial statements (or reports) required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial an Authorized Officer of Borrower showing the calculations necessary to determine Borrower’s compliance with Section 6.13 and stating (i) that that, to the knowledge of such officer, no Default or Unmatured Default exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly As soon as possible, and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)60 days, a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), Borrower a copy of (ai) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (bii) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could be reasonably be expected to have a Material Adverse Effect; provided that if Borrower is then a “registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC, Borrower’s report on a Form 10-K, a Form 10-Q or any Form 8-K that contains information related to the matters described in clauses (i) or (ii) shall be deemed notice under this clause (d). (viie) Promptly after upon the sending or furnishing thereof to its shareholders generally, copies of all financial statements, reports and proxy statements so furnished. (f) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC. (viiig) As soon as Borrower obtains knowledge of an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the anticipated or actual date of and all other publicly disclosed material terms and conditions surrounding such proposed or actual Change in Control. (h) Such other information (including non-financial nonfinancial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses clause (i) through (viia), inclusive(b), (d), (e) or (f) above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and (including by filing or furnishing to the SEC, through the SEC’s E▇▇▇▇ database) and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower or any of its Subsidiaries posts such documents, or provides a link thereto thereto, on the Company’s a website on the Internet, and gives written notice thereof internet at a website address previously specified to the Administrative AgentAgent and the Lenders; or (ii) on which such documents are posted on the CompanyBorrower’s or any of its Subsidiaries’ behalf on an Internet IntraLinks or intranet another relevant website, if any, to which the Administrative Agent has access and the Lenders have access; or (whether iii) on which any report, document or information is filed with or furnished to the SEC by Borrower or any of its Subsidiaries and is available on the SEC’s E▇▇▇▇ database; provided that (x) upon request of the Agent or any Lender, Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a commercial, third-party website or whether sponsored written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender) and (y) except with respect to documents available on the SEC’s E▇▇▇▇ database pursuant to clause (iii), Borrower shall notify (which may be by facsimile or electronic mail) the Agent and each Lender of the Administrative posting of any documents. The Agent shall have received written notice no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by 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 postingdocuments.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto M (a “"Compliance Certificate”") signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (viv) Promptly As soon as possible and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Company, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (viivi) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiivii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (viivi) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (viivi), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Agent (in such number of copies as the benefit of the Lenders: Agent may reasonably request): (i) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (report, which shall be without a “"going concern” " or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) , certified by independent certified public accountants reasonably acceptable to the Administrative AgentRequired Lenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as ; provided that, if the Company may be Borrower is then a "registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file its applicable quarterly a report on Form 10-Q by the rules and regulations of K with the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of the Borrower's annual report on Form 10-K (aexcluding the exhibits thereto, unless such exhibits are requested under clause (viii) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiarythis Section) or any securities exchange or successor form and a manually executed copy of the SEC pertaining to accompanying report of the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) aboveBorrower's independent public accountant, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and , shall be deemed to have been delivered on satisfy the date requirements of this clause (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders:Lenders (or in the case of clause (ix) below, the Lenders specified therein): (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any such exception or qualification related to impending maturity of any Loans or Commitments under this Agreement or an actual or prospective breach of a financial covenant in Section 6.22 or Section 6.23)) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto as modified as described in the Sixth Amendment (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and thereof, (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period, (iii) that no Covenant Reset Trigger has occurred and (iv) setting forth the calculations of the financial covenants set forth in Sections 6.22 and 6.23, after giving effect to the Sixth Amendment. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. (ix) Within 45 days after the end of each of the first two months of each of its fiscal quarters (commencing with reporting in respect of August 2019), to the Administrative Agent for distribution to the Lenders with access to the private-side agency intralinks or similar site, a year-over-year year to date profit and loss bridge and free cash flow schedule (which need not be prepared in accordance with GAAP). Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrowers will maintain, for itself Whirlpool and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, for the benefit of distribution to the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its Whirlpool's fiscal years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agentof recognized national standing selected by Whirlpool, prepared in accordance with GAAP generally accepted accounting principles on a consolidated basis for itself Whirlpool and its Consolidated Subsidiaries, including a consolidated balance sheets sheet as of the end of such period, period and related profit consolidated statements of earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.; (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of Whirlpool's fiscal yearyears, for itself Whirlpool and its the Consolidated Subsidiaries, an unaudited consolidated unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of earnings and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified certified, subject to year-end audit adjustments, by a Designated Financial an Authorized Officer.; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(ipursuant to clauses (i) and (ii)) above, a compliance certificate in substantially the form of Exhibit F attached "G" hereto (a “Compliance Certificate”) signed by a Designated Financial an Authorized Officer showing the calculations necessary to determine compliance with this Credit Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof; (iv) Promptly upon the furnishing thereof to the shareholders of Whirlpool, copies of all financial statements, reports and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.proxy statements so furnished; (v) Promptly and in any event within 30 Business Days after upon the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Whirlpool or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders the Securities and Exchange Commission; (other than the Company or another Subsidiaryvi) If and when Whirlpool or any securities exchange member of the Controlled Group (A) gives or the SEC pertaining is required to give notice to the Company PBGC of any Reportable Event with respect to any Plan which would constitute grounds for a termination of such Plan under ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of its Restricted Subsidiaries any Reportable Event, (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA, (C) receives notice that any Multiemployer Plan is in reorganization under Section 4242 of ERISA or may become insolvent under Section 4245 of ERISA, or (D) receives notice from the PBGC that it will institute proceedings asserting liability under Title IV of ERISA or to terminate a Plan under Section 4042 of ERISA or will apply to the appropriate United States District Court to seek the appointment of a trustee to administer any Plan, then, in each such event, Whirlpool shall deliver to the Administrative Agent copies of such notice given, required to be given or received, as the issuer case may be; provided that Whirlpool shall be required to deliver copies of securities.the notices referred to in this Section 7.01(vi) only to the extent that it knows or should know of the giving or receipt of such a notice; and (viiivii) Such Within a reasonable time after receipt of a request therefor, which time shall in any event be not less than two days nor more than thirty (30) days, such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for Agent (in such number of copies as the benefit of the Lenders:Agent may reasonably request): (i) Within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsyear, an audit report (report, which shall be without a “going concern” or like similar qualification or exception and without any qualification or exception as to the scope of such the audit) certified , issued by independent certified public accountants of recognized national standing and reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault with respect to Borrower, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof.; provided that if Borrower is then a “registrant” w-ithin the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-K with the SEC, a copy of Borrower’s annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section) or any successor form and a manually executed copy of the accompanying report of Borrower’s independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (i); (ii) Within 45 60 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of Borrower’s fiscal yearyears commencing during the term of this Agreement, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited and consolidating profit and loss and reconciliation of surplus statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer or (ii) if Borrower is then a Designated Financial Officer“registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of Borrower’s report on Form 10-Q for such quarterly period, excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements (or reports) required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) A signed by a Designated Financial an Authorized Officer of Borrower showing the calculations necessary to determine Borrower’s compliance with Section 6.13 of this Agreement and stating (i) that that, to the knowledge of such officer, no Default or Unmatured Default with respect to Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (viv) Promptly As soon as possible and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (a) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could be reasonably be expected to have a Material Adverse Effect. (viiv) Promptly after upon Borrower’s furnishing thereof to its shareholders generally, copies of all financial statements, reports and proxy statements so furnished. (vi) Promptly upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Borrower or any of its Restricted Subsidiaries sends to or files with any the SEC. (vii) As soon as Borrower obtains knowledge of their respective securities holders (an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the anticipated or actual date of and all other than the Company publicly disclosed material terms and conditions surrounding such proposed or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesactual Change in Control. (viii) Such other information (including non-financial nonfinancial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials Documents required to be delivered pursuant to any of clauses clause (i) through (vii), inclusive(ii), (v) or (vi) above (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 Company Borrower posts such documents, or provides a link thereto thereto, on the Company’s a website on the Internet, and gives written notice thereof internet at a website address previously specified to the Administrative AgentAgent and the Lenders; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet IntraLinks or intranet another relevant website, if any, to which each of the Administrative Agent and each Lender has access access; provided that (whether i) upon request of the Agent or any Lender, Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a commercial, third-party website or whether sponsored written request to cease delivering paper copies is given by the Administrative Agent), Agent or such Lender) and (ii) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any documents. The Agent shall have received written notice no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by 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 postingdocuments.

Financial Reporting. The Company will maintain, Furnish (enough copies for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders) to the Agent: (i) Within 90 As soon as practicable, but in any event within ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close end of each fiscal year, consolidated financial statements of its fiscal years, an Borrower certified after audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative AgentLenders, including a balance sheet, statement of income and retained earnings and a statement of cash flows, with accompanying notes to financial statements all prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statementsconsistent with prior years unless specifically noted thereon, and a statement accompanied by an unqualified opinion of cash flowssaid accountants, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, further accompanied by a certificate of said accountants that, in the course chief financial officer of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) Borrower that there exists no Default or Unmatured Default existsunder the Loan Documents, or if any Default or Unmatured Default exists, stating the nature and status thereof and thereof; (ii) setting forth As soon as practicable, but in any event within forty-five (45) days after the calculation end of each of Borrower's first three (3) fiscal quarters, similar unaudited consolidated statements of Borrower and uses its Subsidiaries as of the Available Amount end of such quarter and the results of their operations for the portion of the fiscal period year then ended elapsed, all prepared in accordance with GAAP on a consolidated basis consistent with prior periods, subject to normal audit and year-end adjustments, unless specifically otherwise noted thereon, and accompanied by the certificate of the chief financial officer of Borrower that there exists no Default or Unmatured Default under the Loan Documents or if any Default or Unmatured Default exists, stating the Company shall have used nature and status thereof; (iii) Within three (3) days of receipt by Borrower, a copy of the Available Amount for auditor's management letter describing any purpose deficiencies in the internal controls or other matters of significance discovered by the auditor during such the course of its audit; (iv) As soon as practicable, but in any event within forty-five (45) days after the end of each of Borrower's first three (3) fiscal period.quarters and within ninety (90) days after the end of each fiscal year, a fully executed and completed Compliance Certificate, signed by the chief executive or chief financial officer of Borrower; (v) Promptly and As soon as practicable, but in any event within 30 Business Days five (5) days after Borrower becomes aware thereof, a written statement signed by the chief executive or chief financial officer of Borrower as to the occurrence of any Default or Unmatured Default stating the specific nature thereof, Borrower's intended action to cure the same and the time period in which such cure is to occur; ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 35 (vi) As soon as practicable, but in any event within ten (10) days after the Company knows that commencement thereof, a written statement describing any litigation instituted by or against Borrower which, if adversely determined, may have a Material Adverse Effect; (vii) As soon as practicable, but in any event within ten (10) days after Borrower becomes aware thereof, a written statement signed by the chief executive officer or the chief financial officer of Borrower describing any Reportable Event Event, Prohibited Transaction or complete or partial withdrawal from a multi-employer plan which has occurred with respect to any Employee Benefit Plan (or such longer period as is acceptable to all within the Administrative Agent), a statement, signed meanings ascribed by a Designated Financial Officer of the Company, describing said Reportable Event ERISA) and the action which the Company Borrower proposes to take with respect thereto.; (viviii) Promptly and As soon as practicable, but in any event within 15 Business Days ten (10) days after receipt by the Company filing with the Securities and Exchange Commission, or any successor thereto, or any states' securities regulatory authority, copies of all registration statements and all periodic and special reports required or permitted to be filed under federal or state securities laws and regulations; (or such longer period ix) As soon as is acceptable to available, but in any event within 45 days after the Administrative Agent)beginning of each fiscal year of Borrower, a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect.Borrower's budget for such fiscal year; and (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viiix) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) Lenders may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintain, for itself and each Subsidiary, Seller Party shall maintain a system of accounting established and administered in accordance with GAAPGAAP consistently applied, and furnish to Buyer, with a certification by the Administrative Agent, for the benefit president or chief financial officer of the Lenders: Financial Reporting Party (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared following in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, hereinafter referred to as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses “Financial Statements”): (i) or Within ninety (90) days after the close of each fiscal year, audited consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows as at the end of such year for each Seller Party for the fiscal year (provided such statements need not be audited for Seller), setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA (provided that the public posting of Guarantor’s Annual Report on Form 10-K on the official web site of Guarantor shall be deemed sufficient to satisfy the requirements of this Section 12(d)(i) with respect to Guarantor); (ii) above, provided Within sixty (60) days after the foregoing shall not be in derogation end of the obligation first three (3) fiscal quarters of each Seller Party’s fiscal year, the consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows for each Seller Party for such quarterly period(s), of each Seller Party (provided that the public posting of Guarantor’s Quarterly Report on Form 10-Q on the official web site of Guarantor shall be deemed sufficient to satisfy the requirements of this Section 12(d)(ii) with respect to Guarantor); (iii) Simultaneously with the furnishing of each of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required Financial Statements to be delivered pursuant to any subsection (i)-(ii) above, a certificate in the form of clauses Exhibit A to the Pricing Letter and certified by the president or chief financial officer of Seller Parties; (iiv) through Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller Party as Buyer may reasonably request; (vii)v) Promptly, inclusive, above (to the extent any such documents are included in materials otherwise filed delivered to Seller (provided that Seller has used commercially reasonable effort to obtain), annual financial statements of the Obligor with respect to each Eligible Asset consistent with the SEC) may be delivered electronically and shall be deemed to have been delivered on terms of the date (i) on which provisions of the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof loan documents relating to the Administrative Agent; or Mortgaged Property; (iivi) on which such documents are posted on the Company’s behalf on an Internet or intranet websiteWith respect to each Eligible Asset, if anypromptly, to which the Administrative Agent has access but in any event within (whether a) one (1) Business Day of receipt thereof by a commercialResponsible Officer of Seller, third-party website or whether sponsored notices of events of default and (b) two (2) Business Days of receipt thereof by the Administrative Agent)a Responsible Officer of Seller, and the Administrative Agent shall have received written a notice of such postingany material events, material litigation or licensing issues; (vii) Within thirty (30) days after the end of each calendar quarter, Seller’s internal summary of the performance of each Eligible Asset.

Financial Reporting. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAPgenerally accepted accounting principles, consistently applied, and will furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 As soon as practicable and in any event within one hundred five (105) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal yearsFiscal Years, an unqualified audit report (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably accountants, acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, flows accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within sixty (60) days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods Fiscal Quarters of each fiscal yearof its Fiscal Years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit statements of income, retained earnings and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer or treasurer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(iby clauses (a) and (ii)b) above, a compliance certificate in substantially the form of Exhibit F attached B hereto (a “Compliance Certificate”) signed by a Designated Financial Officer its chief financial officer or treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly Within two hundred seventy (270) days after the close of each Fiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (e) As soon as possible and in any event within 30 Business Days ten (10) days after the Company Borrower knows that any Reportable Termination Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Plan, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said Reportable Termination Event and the action which the Company Borrower proposes to take with respect thereto. (vif) Promptly As soon as possible and in any event within 15 Business Days ten (10) days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (ai) any written notice notice, claim, complaint or claim order to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of any harm to the environment caused by the Release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances Materials into the environment or requiring that action be taken to respond to or clean up a Release of Hazardous Materials into the environment, and (bii) any written notice notice, complaint or citation alleging any violation of any Environmental Law or Environmental Permit by the Company Borrower or any of its Subsidiaries, Subsidiaries which, in either case, could reasonably be expected to have a Material Adverse Effect. Within ten (10) days of the Borrower or any Subsidiary having knowledge of the proposal, enactment or promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (viig) As soon as possible and in any event within ten (10) days after the Borrower learns thereof, notice of the assertion or commencement of any claims, action, suit or proceeding against or affecting the Company or any Subsidiary which may reasonably be expected to have a Material Adverse Effect. (h) Promptly after upon the sending or furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (i) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSecurities and Exchange Commission. (viiij) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company REIT will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and the Lenders (or, in the case of clause (c), to the Administrative Agent, for and the benefit of Administrative Agent shall promptly furnish to the Lenders:): (ia) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, commencing with the fiscal year ending December 31, 2018, an audit report (without a “report, with no going concern” concern or like qualification, exception or modifier and no scope of audit qualification or exception and without any qualification or exception as to the scope of such audit) exception, certified by Ernst & Young LLP or another independent certified public accountants reasonably acceptable to the Administrative AgentRequired Lenders, prepared in accordance with GAAP on a consolidated basis for itself and its consolidated Subsidiaries, including balance sheets as of the end of such period, related profit and loss income statements, and a statement of cash flows, accompanied by any management letter prepared by said accountants and if available delivered to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofREIT. (iib) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three (3) quarterly periods of each of its fiscal year, years for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss income statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officeran Authorized Signatory of the Borrower. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) B signed by a Designated Financial Officer and stating an Authorized Signatory of the Borrower (i) showing sufficient detail for the independent calculation of the financial covenants set forth in Section 6.16 and showing any other calculations necessary to determine compliance with this Agreement, (ii) stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof thereof, (iii) including a list of all (A) Eligible Properties (and the NOI attributable to each such Eligible Property), Development Properties and Lease Up Properties as of the last day of the reporting period for such compliance certificate and (iiB) Guarantors added or released since the date of the prior compliance certificate, (iv) setting forth any material change in the application of GAAP by, any accounting policies of, or financial reporting practices by, the REIT and its Subsidiaries during such reporting period, in each case, which impacts the calculation and uses of the Available Amount covenants set forth in Section 6.16, (v) including a list of all Subsidiaries as of the end of the applicable reporting period, and (vi) in the case of compliance certificates delivered for the fiscal quarter ending December 31, 2018, pro forma financial statements for such period then ended if giving effect to the Company shall have used credit facility hereunder and the Available Amount for any purpose during such fiscal periodapplication of proceeds thereof as of the Effective Date. (vd) Promptly and in any event within 30 Business Days after upon the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable furnishing thereof to the Administrative Agent), a statement, signed by a Designated Financial Officer shareholders of the CompanyREIT, describing said Reportable Event copies of all financial statements, reports and the action which the Company proposes to take with respect theretoproxy statements so furnished. (vie) Promptly and in any event within 15 Business Days after receipt by upon the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that annual, quarterly, monthly or other regular reports which the Company REIT or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesU.S. Securities and Exchange Commission. (viiif) As soon as available, but in any event no later than ninety (90) days after the beginning of each fiscal year of the REIT, either an annual budget or a proforma covenant forecast for the REIT and its Subsidiaries for such fiscal year. (g) On or promptly after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, if requested by any Lender, a completed Beneficial Ownership Certification in form and substance reasonably acceptable to the Administrative Agent and a representation and warranty to the Lenders that the information included in such Beneficial Ownership Certification is true and correct in all respects as of the date of its delivery. (h) Such other business or financial information (including non-financial informationenvironmental reports) maintained on the REIT, the Borrower, any Eligible Property Entity, any Eligible Property, or in respect of the calculation of covenants set forth in Section 6.16 and supporting information reasonably relating to such calculations, in each case, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as Any financial statement or other deliverable required to any information contained in materials be furnished pursuant to clause Section 6.1(a), (vii) aboveb), the Company shall not be separately required to furnish such information under the clauses (id), (e) or (iih) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered furnished on the date (i) on which the Company posts REIT has filed such documents, financial statement or provides a link thereto other deliverable with the U.S. Securities and Exchange Commission and is available on the Company’s ▇▇▇▇▇ website on the Internet, Internet at ▇▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and gives written notice thereof readily available to the Administrative AgentAgent and the Lenders without charge; or (ii) on which provided that the Borrower shall give notice of any such documents are posted on the Company’s behalf on an Internet or intranet website, if any, filing to which the Administrative Agent has access (whether a commercialwho shall then give notice of any such filing to the Lenders). Notwithstanding the foregoing, third-party website the Borrower shall deliver paper or whether sponsored electronic copies of any such financial statement or other deliverable to the Administrative Agent if the Administrative Agent requests the Borrower to furnish (or cause to be furnished) such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company will maintainBorrower shall furnish the Administrative Agent with the following statements and reports (with sufficient copies for all of the Lenders) (the filing of any of the following documents on SEDAR shall satisfy the delivery obligation in relation to such documents so filed when the Borrower has provided written notice of such filing to the Administrative Agent): (i) within 120 days after the end of each Fiscal Year, copies of the audited consolidated financial statements of the Borrower for itself such Fiscal Year and each Subsidiary, a system of accounting established the auditors’ report thereon in form and administered in accordance with GAAP, and furnish substance satisfactory to the Administrative Agent, for acting reasonably and an updated list of Approved Unrestricted Investments and the benefit market value thereof as at the end of such prior Fiscal Year; (ii) within 60 days after the end of each the first three Fiscal Quarters in each Fiscal Year, copies of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations unaudited consolidated financial statements of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception Borrower in form and without any qualification or exception as to the scope of such audit) certified by independent certified public accountants reasonably acceptable substance satisfactory to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officer.acting reasonably; (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently concurrent with each delivery the deliveries of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis either of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent), a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause a duly executed and completed Compliance Certificate together with (viiA) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (an updated Schedule G to the extent the information therein has changed since the most recently delivered Compliance Certificate, and (B) written notification of any change and a report in form and substance satisfactory to the Lenders, detailing Borrower’s consolidated risk management activities during such documents are included in materials otherwise filed with Fiscal Quarter and the SEC) may be delivered electronically and shall be deemed Derivative Exposure of each counterparty to have been delivered on each Secured Risk Management Agreement as at the date last day of the relevant Fiscal Quarter or Fiscal Year, as applicable; (iiv) on which or before April 30 in each year, (A) an updated consolidated life of mine plan for all material mining properties owned by the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof Companies delivered to the Administrative AgentAgent and (B) the Borrower’s annual consolidated budget; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.and

Financial Reporting. The Company Borrower will maintain, for itself and each ------------------- Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: (ia) Within 90 ninety (90) days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception financial statements of Borrower and without any qualification or exception as to the scope of such audit) its Subsidiaries certified by a firm of independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss statements, retained earnings and a consolidated statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by (i) the unqualified opinion of such accountants that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as of the date thereof and the results of their consolidated operations and their cash flows for the fiscal year then ended, and (ii) a certificate of said accountants that, in the course of their examination necessary for the issuance of their certification of opinion on the foregoingconsolidated financial statements, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof., which certificate shall be in substantially the form of Exhibit G hereto. --------- (iib) Within 45 forty-five (45) days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three (3) quarterly periods of each of its fiscal yearyears, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss consolidating statements of income and retained earnings and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerits chief financial officer. (iii) If any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. (ivc) Together with the financial statements required under Sections 6.1(i6.1(a) and (iib), a compliance certificate in substantially the form of Exhibit F attached C hereto (a “Compliance Certificate”) signed by a Designated Financial Officer its chief financial officer showing the --------- calculations necessary to determine compliance with this Agreement and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal periodthereof. (vd) Promptly As soon as possible and in any event within 30 Business Days ten (10) days after the Company Borrower knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable which could reasonably be expected to the Administrative Agent)have a Material Adverse Effect, a statement, signed by a Designated Financial Officer the chief financial officer of the CompanyBorrower, describing said such Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (vie) Promptly As soon as possible and in any event within 15 Business Days ten (10) days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)Borrower, a copy of (ai) any written notice or claim to the effect that the Company Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release release by the CompanyBorrower, any of its Subsidiaries, or any other Person of any Hazardous Substances toxic or hazardous waste or substance into the environment, and (bii) any written notice alleging any violation of any Environmental Law federal, state or local environmental, health or safety law or regulation by the Company Borrower or any of its Subsidiaries, which, in either case, could, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (viif) Promptly after upon the sending or furnishing thereof to the shareholders of Borrower, copies of all financial statements, reports and proxy statements so furnished. (g) Promptly upon the filing thereof, copies of all reports, proxy registration statements and financial statements that the Company annual, quarterly, monthly or other regular reports which Borrower or any of its Restricted Subsidiaries sends to or files with any of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securitiesSecurities and Exchange Commission. (viiih) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. The Company (i) Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will maintainfile with the SEC for public availability within the time periods specified in the SEC’s rules and regulations taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for itself and each Subsidiaryby Rule 12b-25, a system of accounting established and administered in accordance with GAAPRule 13a-11(c), and Rule 15d-11(c) under the Exchange Act, or General Instruction I.A.3(b) of Form S-3 under the Securities Act, and successor provisions (unless the SEC will not accept such a filing, in which case the Issuer will furnish to the Administrative AgentTrustee and, for the benefit upon its prior request, to any Holder of Notes, within five days of the Lenders:time period otherwise required for submission as specified in the SEC’s rules and regulations): (i1) Within 90 days (or such earlier date as all quarterly and annual financial and hydrocarbon proved reserve information with respect to the Company may Issuer and its Subsidiaries that would be required to file its applicable annual report be contained in a filing with the SEC on Form Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the rules and regulations of Issuer’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC) after SEC on Form 8-K if the close of each of its fiscal years, an audit report (without a “going concern” or like qualification or exception and without any qualification or exception as Issuer were required to the scope of file such audit) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss statements, and a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofreports. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations The availability of the foregoing reports on the SEC) after ’s ▇▇▇▇▇ filing system will be deemed to satisfy the close of each of the first three quarterly periods of each fiscal year, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Designated Financial Officerforegoing delivery requirements. (iii) If any Subsidiary has been designated as an Unrestricted SubsidiaryNotwithstanding the foregoing requirement, concurrently if the Issuer (which, for this purpose, includes its successor by merger, amalgamation, combination or acquisition) is no longer required to file reports with each delivery of financial statements the SEC under Section 6.01(i13 or Section 15(d) of the Exchange Act and it is required to file reports or documents with any securities regulatory authority in Canada (by virtue of being a “reporting issuer”) or (ii) above, financial statements (in substantially the same form as the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company UK Listing Authority or accounted for on another foreign governmental agency or self-regulatory organization in the basis of United Kingdom, then the equity method Issuer will not be required to file with the SEC as described above but rather accounting for an investment and otherwise eliminating all accounts of Unrestricted Subsidiarieswill be required to file corresponding information under regulations then applicable to the Issuer with the appropriate Governmental Authority in Canada or the United Kingdom, together with an explanation of reconciliation adjustments in reasonable detailas applicable. (iv) Together In addition, the Issuer and the Restricted Subsidiaries agree that, for so long as any Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3), if at any time they are not required to file the reports required by the preceding paragraphs with the financial statements required under Sections 6.1(i) and (ii)SEC, a compliance certificate in substantially they will furnish to the form of Exhibit F attached hereto (a “Compliance Certificate”) signed by a Designated Financial Officer and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (ii) setting forth the calculation and uses holders of the Available Amount for Notes and to securities analysts and prospective investors in the fiscal period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period. (v) Promptly and in any event within 30 Business Days after the Company knows that any Reportable Event has occurred with respect to any Plan (or such longer period as is acceptable to the Administrative Agent)Notes, a statement, signed by a Designated Financial Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. (vi) Promptly and in any event within 15 Business Days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, and (b) any written notice alleging any violation of any Environmental Law by the Company or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (vii) Promptly after the sending or filing thereof, copies of all reports, proxy statements and financial statements that the Company or any of its Restricted Subsidiaries sends to or files with any of upon their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Restricted Subsidiaries as the issuer of securities. (viii) Such other information (including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vii) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (iRule 144A(d)(4) through (vii), inclusive, above (to under the extent any such documents are included in materials otherwise filed with Securities Act. The Issuer and the SEC) may be delivered electronically and shall Restricted Subsidiaries will be deemed to have been delivered on provided such information to the date holders of the Notes, securities analysts and prospective holders of the Notes if the Issuer (which for this purpose, includes its successor by merger, amalgamation, combination or acquisition) has (i) on which if required to file reports with the Company posts SEC, publicly filed reports containing such documents, information via the ▇▇▇▇▇ filing system (or provides a link thereto successor system) and makes such reports publicly available on the CompanyIssuer’s website on the Internetwebsite, and gives written notice thereof to the Administrative Agent; or (ii) on which if required to file reports or documents with any securities regulatory authority in Canada (by virtue of being a “reporting issuer”), publicly files reports containing such documents are posted information via the SEDAR+ filing system (or successor system), or (iii) if required to file reports with the UK Listing Authority or another foreign governmental agency or self-regulatory organization in the United Kingdom, publicly files reports containing such information with the appropriate governmental agency and makes such reports publicly available on the CompanyIssuer’s behalf on an Internet website. (v) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information or intranet websitedocuments shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, if any, including the Issuer’s compliance with any of their covenants under this Indenture (as to which the Administrative Agent has access Trustee is entitled to rely exclusively on an Officers’ Certificate). (whether vi) The Trustee shall not be obligated to monitor or confirm, on a commercialcontinuing basis or otherwise, third-party the Issuer’s compliance with the covenants in this Indenture with respect to the furnishing or posting of such reports, information and documents filed with the SEC or ▇▇▇▇▇, any Governmental Authority in Canada (via the SEDAR+ filing system (or successor system) or otherwise) or the United Kingdom or on a website or whether sponsored by any online data system under this Indenture, to examine such reports, information, documents and other reports to ensure compliance with the Administrative Agent)provisions herein, and to ascertain the Administrative Agent correctness or otherwise of the information or the statements contained therein or to participate in any conference calls. Notwithstanding anything to the contrary herein, the Trustee shall have received written notice no duty to search for or obtain any electronic or other filings that the Issuer makes with the SEC, regardless of whether such postingfilings are periodic, supplemental or otherwise.