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 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, Agent for the benefit of Administrative Agent’s distribution to the Lenders: (a) As soon as available, but in any event on or prior to the earlier of (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) 90th day after the close of each of its fiscal yearsyears and (ii) the day that is five (5) Business Days after the date the Borrower’s annual report on Form 10-K is required to be filed with the SEC after giving effect to any extensions permitted by the SEC (commencing with the first fiscal year of the Borrower ending after the Funding 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 earnings, statements of equity and cash flows prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets subsidiaries 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 audit or as to the status of the end of such period, related profit Borrower and loss statements, and its consolidated subsidiaries as a statement of cash flows, and if available to the Company after the Company’s use of commercially reasonable efforts to so obtaingoing concern, 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. (iib) Within 45 days As soon as available, but in any event on or prior to the earlier of (or such earlier date as i) 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 and (ii) the day that is five (5) Business Days after the date the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC after giving effect to any extensions permitted by the SEC (commencing with the first fiscal quarter of the Borrower ending after the Funding Date), for itself and its Subsidiariessubsidiaries, a consolidated unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit statements of earnings, statements of 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, 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”) B signed by a Designated Financial Officer its chief financial officer, chief accounting officer or treasurer showing the calculations necessary to determine compliance with the financial covenant set forth in Section 6.10 and stating (i) that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof thereof; it being understood and agreed that in the event the Borrower delivers a notice to the Administrative Agent pursuant to the proviso to the definition of “Agreement Accounting Principles”, “Capitalized Leases” and/or “Capitalized Lease Obligations”, the Borrower shall deliver an additional calculation of compliance with the financial covenant set forth in Section 6.10 demonstrating that notwithstanding GAAP in effect at such time, the Borrower has complied with Section 6.10 under GAAP (i) as in effect and applied immediately before such change in GAAP (in the case of such a notice under “Agreement Accounting Principles) or (ii) setting forth as it relates to operating leases, as in effect on January 1, 2015 (in the case of such a notice under “Capitalized Leases” or “Capitalized Lease Obligations), which shall satisfy the Borrower’s obligation to furnish a calculation and uses of compliance in this Section 6.01(c); provided that in no event shall 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 Borrower be required to any Plan (or such longer period as is acceptable to furnish the Administrative Agent), a statement, signed by a Designated Financial Officer Agent with more than one version of the Company, describing said Reportable Event and the action which the Company proposes financial statements pursuant to take Section 6.01(a) or Section 6.01(b) prepared in accordance 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 different versions 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 GAAP 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 Effectsuch notice. (viid) Promptly after upon the sending or filing thereof, copies of all reports, proxy registration statements and financial statements that or other regular reports not otherwise provided pursuant to this Section 6.01 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. (viiie) 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 ▇▇▇.▇▇▇.▇▇▇; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting or filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., and the soft copies) of such documents. 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 the 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 the 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 the 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 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 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 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 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 Borrower will maintain, for itself and each Subsidiary, on a consolidated basis with Parent Guarantor, 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 As soon as available, but in any event not later than 45 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 first three fiscal yearsquarters of each year, for the Consolidated Group, an audit report unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Consolidated Group for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by an Authorized Officer; (ii) If required by Administrative Agent for any particular fiscal quarter, as soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Consolidated Group, the following reports in form and substance reasonably satisfactory to the Administrative Agent, all certified by the Parent Guarantor’s chief financial officer or chief accounting officer: a rent roll for each Unencumbered Property an operating statement for each such Unencumbered Property, and such other information on all Projects as may be reasonably requested by Administrative Agent; (iii) As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the Consolidated Group audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, without a “going concern” or like qualification or exception and without any exception, or qualification or exception as to arising out of the scope of such the audit) certified , prepared by independent certified public accountants of nationally recognized standing 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 quarterly and annual 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 Financial an Authorized Officer showing the calculations and computations necessary to determine compliance with this Agreement and stating (i) that that, to such officer’s knowledge, no Default or Unmatured Default exists, or if if, to such officer’s knowledge, any Default or Unmatured Default exists, stating the nature and status thereof thereof; notwithstanding anything to the contrary, the first such compliance certificate due after the date hereof shall be based on the terms and conditions (iiincluding covenants) setting set forth in this Agreement, even though the calculation and uses of the Available Amount for the fiscal calculations are based, in part, on a time period then ended if the Company shall have used the Available Amount for any purpose during such fiscal period.that pre-dates this Agreement; (v) 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 10 days after receipt by the Company (or such longer period as is acceptable to the Administrative Agent)an Authorized Officer of ▇▇▇▇▇▇▇▇, 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 is reasonably expected to have a Material Adverse Effect; (vi) Promptly upon becoming aware of the same and to the extent Parent Guarantor, Borrower, or any of its Subsidiaries, are aware of the same, notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, Parent Guarantor, Borrower, any of its Subsidiaries or any of their respective properties, assets or businesses which involve claims individually or in the aggregate in excess of $5,000,000, and notice of the receipt of notice that any United States income tax returns of Parent Guarantor, Borrower or any of its Subsidiaries are being audited; (vii) Promptly upon becoming available, a copy of any amendment to a formation document of Borrower; (viii) Promptly upon becoming aware of the same, notice of any change in the senior management of Parent Guarantor, Borrower, or any of its Subsidiaries, any change in the business, assets, liabilities, financial condition, results of operations or business prospects of Borrower, or any of its Subsidiaries which has had or is reasonably expected to have a Material Adverse Effect, or any other event or circumstance which has had or is reasonably expected to have a Material Adverse Effect; (ix) Promptly upon becoming aware of entry of the same, notice of any order, judgment or decree in excess of $5,000,000 having been entered against Parent Guarantor, Borrower, or any of its Subsidiaries or any of their respective properties or assets; (x) Promptly upon receipt of the same, notice if Parent Guarantor, Borrower, or any of its Subsidiaries shall receive any notification from any Governmental Authority alleging a violation of any Applicable Law or any inquiry which is reasonably be expected to have a Material Adverse Effect.; 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. (viiixi) Such other information (including including, without limitation, updated rent rolls for each Unencumbered Property, financial statements for Parent Guarantor, Borrower 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 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 GAAPgenerally accepted accounting principles, and furnish to the Administrative Agent, Agent (for the benefit of the Lenders:further distribution to each Lender): (i) Within 90 days (or such earlier date as after the end of each fiscal year, its consolidated and consolidating balance sheet and related statements of income and cash flows showing the financial condition of the Company may be required to file its applicable annual report on Form 10-K by and the rules and regulations Subsidiaries as of the SEC) after the close of such fiscal year and the results of the operations of the Company and the Subsidiaries during such year, all in reasonable detail, setting forth in each case in comparative form (a) the corresponding statements for the preceding fiscal year and (b) the budget corresponding to such period previously provided pursuant to Section 6.1(iii). Any such consolidated financial statements shall have been audited by PricewaterhouseCoopers LLP or other independent public accountants of its fiscal yearsrecognized national standing, and shall be accompanied by (x) an audit report opinion of such accountants (without a “going concern” or like qualification or exception and without which shall not be qualified in any qualification or exception as material respect) to the scope effect that such consolidated financial statements fairly present in all material respects the financial condition and results of such audit) certified by independent certified public accountants reasonably acceptable to operations of the Administrative Agent, prepared Company and the Subsidiaries on a consolidated basis in accordance with GAAP on a consolidated basis for itself consistently applied, (y) any management letter prepared by such accountants and its Subsidiaries, including balance sheets as (z) at the reasonable request of the end of such periodAgent, 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 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 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 end of each of the first three quarterly periods fiscal quarters of each fiscal year, for itself its consolidated and its Subsidiaries, consolidated unaudited consolidating balance sheets sheet and related statements of income and cash flows showing the financial condition of the Company and the Subsidiaries as at of the close of such fiscal quarter and the results of the operations of the Company and the Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all in reasonable detail and certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of each such period of the Company and consolidated unaudited profit and loss statements and the Subsidiaries on a consolidated unaudited statement of cash flows basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, setting forth in each case in comparative form the corresponding statements for the corresponding period from in the beginning of such preceding fiscal year to the end of such quarter, all certified by a Designated Financial Officeryear. (iii) If any Subsidiary has been designated No later than 75 days following the first day of each fiscal year of the Company, a budget in form reasonably satisfactory to the Agent (including budgeted statements of income by each of the Company’s business segments and consolidated as an Unrestricted Subsidiary, concurrently with to sources and uses of cash and balance sheets) prepared by the Company for each delivery of financial statements under Section 6.01(i) or (ii) above, financial statements (the four quarters of such fiscal year prepared in substantially the same form level of detail as prepared for and delivered to the financial statements delivered pursuant to Section 6.01(i) or (ii) above) prepared on the basis Company’s board of consolidating the accounts directors, in each case, of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Subsidiaries, accompanied by the statement of a Financial Officer of the Company or accounted to the effect that the budget is a reasonable estimate 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 detailperiod covered thereby. (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 one of its Financial Officer Officers showing the calculations necessary to determine compliance with the covenants contained in Section 6.19 and 6.21 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 (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 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. (vi) Promptly upon the furnishing thereof to the shareholders of the Company, copies of all financial statements, reports and in any event within 15 Business Days after receipt by proxy statements so furnished. So long as the Company is a public company for reporting purposes under the Exchange Act, compliance with clause (vii) below shall be deemed to be in compliance with this clause (vi). (vii) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or such longer period as is acceptable to the Administrative Agent), a copy of (a) any written notice or claim to the effect that other regular reports which 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 securitiesSecurities and Exchange Commission. (viii) If requested by the Agent, together with the financial statements required under Section 6.1(i), a certificate of good standing for the Company and (to the extent such concept applies to such entity) each other Person which has pledged collateral in support of the Secured Obligations from the appropriate governmental officer in its jurisdiction of incorporation or organization. (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 foregoing clauses (i) and (ii) above, as to If 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 which is required to be delivered pursuant to any of clauses (i) through (vii), inclusive, above (furnished to the extent any such documents are included in materials otherwise Lenders under this Section 6.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the SEC) may be delivered electronically and information required hereunder 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 furnished to the Administrative Agent; or (ii) on which Lenders at 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 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 (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 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 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 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 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 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 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 a breach of Section 6.22, or if, in the opinion of such accountants, any Default or Unmatured Default shall existexist with respect to a breach of Section 6.22, 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 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 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 Officer its chief financial officer or corporate controller 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 thereof. (iiiv) setting forth Within 270 days after the calculation and uses close of each fiscal year, 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 periodUnfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (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 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 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. (vii) 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. (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 securitiesSecurities and Exchange Commission. (viiiix) 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 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 Within 60 days of each fiscal quarter of each fiscal year, a Borrowing Base Certificate of an Authorized Officer of the Company knows that any Reportable Event has occurred 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 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 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 (a) For so long as any Notes are outstanding, 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 LendersTrustee: (i1) Within 90 on or prior to the later of (A) 120 days after the end of each fiscal year of the Company or (B) if the Company is then a “reporting issuer” (or such earlier its equivalent) in any province or territory of Canada, the date as on which the Company may be is required to file its applicable (after giving effect to any available extension) such financial information pursuant to Applicable Securities Legislation, annual report on Form 10-K by the rules and regulations financial information of the SECCompany consisting of (i) after “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) for the close of each of its fiscal years, an audit report year then ended; and (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditii) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, audited financial statements prepared in accordance with GAAP IFRS; (2) on a consolidated basis for itself and its Subsidiaries, including balance sheets as or prior to the later of (A) 60 days after 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 fiscal quarters 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 or (B) if they were not consolidated with the Company is then a “reporting issuer” (or accounted for its equivalent) in any province or territory of Canada, the date on which the basis Company is required to file (after giving effect to any available extension) such financial information pursuant to Applicable Securities Legislation, quarterly financial information of the equity method but rather accounting for an investment and otherwise eliminating all accounts Company consisting 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 an MD&A for the nature fiscal quarter and status thereof year-to-date period then ended; and (ii) setting forth unaudited quarterly financial statements prepared in accordance with IFRS; (3) on or prior to the calculation and uses tenth Business Day following the occurrence of each event that would be required pursuant Applicable Securities Legislation to be reported in a material change report under National Instrument 51-102 “Continuous Disclosure Obligations” (a “Material Change Report”), including for greater certainty but not limited to any of the Available Amount for following events: (A) the fiscal period then ended entry into or termination of material agreements; (B) significant acquisitions or dispositions; (C) sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Company's certifying independent auditor; (G) the appointment or departure of directors or executive officers; (H) non-reliance on previously issued financial statements; and (I) change of control transactions, a copy of a Material Change Report prepared on Form NI 51-102F3 containing substantially all of the information that is required to be contained in such a report pursuant to Applicable Securities Legislation; provided, however, that no such Material Change Report will be required to be furnished to the Trustee if the Company shall have used the Available Amount for any purpose during determines in its good faith judgment that 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 is not reasonably expected to any Plan (or such longer period as is acceptable be material to the Administrative Agent)Holders or the business, a statement, signed by a Designated Financial Officer operations or capital of the Company, describing said Reportable Event taken as a whole; and (4) so long as the Company is obligated to make such filings or furnish such information, any filings or information filed with and made publicly available by the applicable Commissions and the action which the Company proposes to take with respect theretoSEC on SEDAR or ▇▇▇▇▇ (or any successor system). (vib) Promptly If any document of the type contemplated in clauses (1), (2), (3) and in (4) of Section 4.25(a) is filed and publicly available on SEDAR or ▇▇▇▇▇, the Company shall have, and shall be deemed to have, satisfied all requirements under this Indenture to furnish such document to the Trustee upon the filing of such document with the Commissions and the SEC for public viewing on SEDAR or ▇▇▇▇▇; provided, however, that the Company shall provide a copy of any event such document to the Trustee within 15 a reasonable period of time if the Trustee makes a request therefor to the Company. (c) So long as any Notes are outstanding, (1) within 10 Business Days after receipt furnishing or being deemed to have furnished to the Trustee annual financial information required by Section 4.25(a)(1), the Company will hold a conference call to discuss such reports and the results of operations for the relevant reporting period (or it being understood that 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 conference call may be liable to any Person the same conference call as a result of the Release by with the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, ’s equity investors and analysts) and (b2) 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) with respect to the reports required by clauses (1), (2) and (ii3) above, as to any information contained in materials furnished pursuant to clause (viiof Section 4.25(a) above, the Company shall not be separately required to furnish (A) file such information under the clauses reports electronically on SEDAR or ▇▇▇▇▇ (ior any successor system) or (ii) aboveif reports required by clauses (1), provided (2) and (3) of Section 4.25(a) above are not available on SEDAR or ▇▇▇▇▇ (or other successor electronic filing system) the foregoing Company will also maintain a password protected website via an Intralinks site or other similar password protected website to which Holders of the Notes and prospective purchasers of Notes are given access upon request to the Company and to which all of the reports required by this Section 4.25 are posted. (d) No fewer than two days prior to any annual or quarterly conference call, as applicable, the Company will issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. Notwithstanding anything herein to the contrary, for purposes of Section 6.01(f), (1) the Company will be deemed not to have failed to comply with any of its obligations under Section 4.25(a)(1) until 15 days after the date any financial information thereunder is due under Applicable Securities Legislation, and (2) the Company will be deemed not to have failed to comply with any of its obligations under Section 4.25(a)(2) until 15 days after the date any financial information thereunder is due under Applicable Securities Legislation. For greater certainty, if the Company from time to time files any amendment or amendment and restatement of any document referred to in Section 4.25(a), the filing of any such amendment or amendment and restatement thereof shall not be in derogation of the obligation constitute a failure of the Company to furnish the information and materials described comply with its obligations 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 covenant 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 not constitute 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 Event of such postingDefault.

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 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 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 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 independent certified public accountants reasonably acceptable to the Administrative AgentLenders, prepared in accordance with GAAP Agreement Accounting Principles on a consolidated basis for itself the Borrower and its Subsidiariesthe Guarantors, including balance sheets as of the end of such period, related profit statements of income and loss statementsretained 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 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 Subsidiaries, either (i) a consolidated unaudited balance sheets sheet as at the close of each such period and consolidated unaudited profit statements of income and loss statements 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 its chief financial officer or (ii) if the Borrower is then a Designated Financial Officer“registrant” within the meaning of Rule 1-01 of Regulation S-X of the Securities and Exchange Commission and required to file a report on Form 10-Q with the Securities and Exchange Commission, 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 its Chief Financial Officer or Treasurer showing the calculations necessary to determine compliance with this Agreement and stating (i) that no 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 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. (viv) 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 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. (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 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) registration statements on Form S-8 or any securities exchange successor form thereto and other than registration statements relating to shares to be issued under a dividend reinvestment plan) and annual, quarterly, monthly or other regular reports which the SEC pertaining to the Company Borrower or any of its Restricted Subsidiaries as Subsidiary files with the issuer of securitiesSecurities and Exchange Commission. (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 clause (i), (ii), (vi) through or (vii), inclusive, ) 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 Administrative Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Administrative 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 Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any documents. The Administrative 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 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 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 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 Guarantor will maintain, for itself deliver to the Lessor 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 LendersLease Participants: (a) Within the later of (i) Within 90 ninety-five (95) 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 yearsyears or (ii) five (5) days after the date such information is filed with the Securities and Exchange Commission or other relevant Governmental Authority, 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 AgentLessor, prepared in accordance with GAAP (or, where applicable, SAP) on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Consolidated 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 flows (solely with respect to the Company after the Company’s use of commercially reasonable efforts to so obtainconsolidated statements), 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 Event of Default, or if, in the opinion of such accountants, any Default or Unmatured Event of Default shall exist, stating the nature and status thereof.; (iib) Within 45 within fifty (50) 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 period of each of its fiscal yearyears, for itself and its the Consolidated Subsidiaries, consolidated and 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 its Chief Financial Officer or Chief Accounting 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(i) and (ii)hereunder, a compliance certificate Compliance Certificate in substantially the form of Exhibit F E attached hereto (a “Compliance Certificate”) signed by a Designated Financial an Authorized Officer and stating of the Guarantor (i) showing the calculations necessary to determine compliance with Sections 8.04, 8.19 and 8.24 through 8.27, inclusive, (ii) certifying that the Debt Rating as of the most recent Performance Pricing Determination Date has not changed from the prior Performance Pricing Determination Date, or if it has changed, setting forth such changed Debt Rating, and the change in the Applicable Margin in effect as a result and (iii) 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 and thereof; (iid) setting forth in the calculation and uses event an ERISA Insufficiency exists, within 270 days after the close of each fiscal year, 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.ERISA Insufficiency with respect to each Plan, certified as correct by an actuary enrolled under ERISA; (ve) Promptly promptly upon the request of the Lessor or any of the Lease Participants, copies of all the most recent material reports and notices in connection with Plans that the Guarantor or any Material Subsidiary is required to file under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor, or which the Guarantor or any Material Subsidiary receives from such Governmental Authorities; (f) 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 ten (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. (vi10) 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)Guarantor, a copy of (ai) any written notice or claim to the effect that the Company Company, the Guarantor or any of its Subsidiaries Material Subsidiary is or may be liable to any Person as a result of the Release release by the Company, the Guarantor or any of its Subsidiaries, Material Subsidiary 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 Company, the Guarantor or any of its SubsidiariesMaterial Subsidiary, which, in either case, could reasonably be expected to have a Material Adverse Effect.; (viig) Promptly upon the earlier of (i) fifteen (15) days after the sending regulatory filing date or (ii) ninety (90) days after the close of each fiscal year of each Significant Insurance Subsidiary copies of the Annual Statements of each of the Significant Insurance Subsidiaries prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Significant Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein with such prescribed or permitted practices as authorized by state regulatory authorities; and within fifteen (15) days after the regulatory filing date, copies of such Annual Statements certified by independent certified public accountants reasonably acceptable to the Lessor if such certification is so required by any Governmental Authority; (h) promptly upon the filing thereof, copies of all reportsForms 10Q and 10K (other than earnings press releases or filings made with respect to guaranteed investment contracts, proxy statements funding agreements and financial statements similar instruments and agreements) that the Guarantor or any Material Subsidiary files with the Securities and Exchange Commission and, upon request, any Forms A and B that the Guarantor or any Material Subsidiary files with any insurance commission or department or analogous Governmental Authority; (i) if and when any member of the Controlled Group (A) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (C) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (j) promptly, and, in any event, within 5 Business Days after the Company or the Guarantor becomes aware of any Default or Event of its Restricted Subsidiaries sends to Default, a certificate of the chief financial officer or files with any the chief accounting officer of their respective securities holders (other than the Company or another Subsidiary) or any securities exchange or the SEC pertaining to Guarantor setting forth the details thereof and the action which the Company or any of its Restricted Subsidiaries as the issuer of securities.Guarantor is taking or proposes to take with respect thereto; (viiik) Such promptly upon becoming aware of the occurrence of either a Loss Event or a Casualty Occurrence, or any other event or condition requiring notice under either Section 7 or Section 8 of the Lease, the Company shall give the Lessor written notice thereof, which notice shall specify the damage or loss to the Facility in reasonable detail; (l) promptly upon the receipt thereof by the Guarantor or the Company, copies of reports, notices, or claims prepared by or on behalf of any Governmental Authority with respect to any adverse action or event that has resulted in the reduction by ten percent (10%) or more in the capital and surplus of any Significant Insurance Subsidiary; (m) promptly and in any event within ten (10) days after learning thereof, notification of any change after the Restatement Closing Date of any rating given by (A) S&P or ▇▇▇▇▇’▇ with respect to Guarantor or any Material Subsidiary or (B) A.M. Best & Co. with respect to any Significant Insurance Subsidiary; (n) promptly notify the Administrative Agent and the Lessor of any issuance of equity by the Guarantor, incurrence by the Guarantor of Indebtedness in an amount in excess of $50,000,000, or disposition by the Guarantor or the Company of tangible Property with a value in excess of $150,000,000; (o) promptly notify the Administrative Agent and the Lessor of any material change in accounting or financial reporting practices (which may be accomplished by providing the information required in subsections (g) and (h) of this Section or otherwise); and (p) such other information (including including, without limitation, non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) Lessor 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 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 end 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 end 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 Within 60 days after the Company knows that any Reportable Event has occurred end of the first three (3) quarterly periods of each of its fiscal years, and within 90 days after the end of each of its fiscal years, 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 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 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 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 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 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 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 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 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 Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with GAAPGAAP and, and subject to Section 10.02, will furnish or cause to be furnished to the Administrative Agent, Agent for the benefit of further delivery 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 yearsyears (or, an audit report if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), for itself and its Subsidiaries on a “going concern” or like qualification or exception and without any qualification or exception consolidated basis, a balance sheet as to of the scope end of such audit) certified by independent certified public accountants reasonably acceptable to fiscal year and the Administrative Agentrelated statements of income, and consolidated stockholders’ equity and cash flows for such fiscal year, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including balance sheets as and accompanied by an audit report certified by an independent registered public accounting firm that is reasonably acceptable to the Required Lenders (it being agreed that PricewaterhouseCoopers LLP or any of the end other “Big Four” accounting firms shall be acceptable to the Required Lenders), which audit report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such period, related profit and loss statements, and a statement of cash flows, and if available audit; provided that such report may set forth qualifications to the Company after extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, the Company’s use implementation of commercially reasonable efforts to so obtain, accompanied by a certificate of said accountants that, in which changes (with 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 concurrence of such accountants, any Default or Unmatured Default shall exist, stating ) is reflected in the nature and status thereoffinancial statements accompanying such report. (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 (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated unaudited a balance sheets sheet as at of the close end of each such period and the related statements of income, and consolidated unaudited profit 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 OfficerResponsible Officer as to fairness of presentation and prepared, with respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments and 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(i) and (ii)hereunder, a compliance certificate in substantially the form of Exhibit F attached D hereto (a “Compliance Certificate”) signed by a Designated Financial Responsible Officer showing the calculations necessary to determine compliance with Section 7.04 as of the last day of the fiscal period covered by such financial statements, 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 periodBorrower’s plans with respect thereto. (vd) Promptly and in any event within Within 30 Business Days days after an executive officer of the Company Borrower knows that any Reportable ERISA Event described in Section 5.09 (subject to materiality qualifiers contained therein) 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 Responsible Officer of the CompanyBorrower, describing said Reportable Event event and the action which the Company Borrower proposes to take with respect thereto. (vie) Promptly and in any event within 15 Business Days Within 10 days after receipt by the Company (Borrower or such longer period as is acceptable to the Administrative Agent)any Subsidiary, 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 petroleum, toxic or hazardous waste or substance into the environment, and (bii) 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 would 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 the Threshold Amount (in each case, determined after giving effect to claims that 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). (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 the SEC (provided the Borrower shall not be obligated to provide copies of routine reports which are required to be filed concerning the management of employee benefit plans, including, without limitation, stock purchases or the exercise of stock options made under any of their respective securities holders (other than the Company or another Subsidiary) such employee benefit plan or any securities exchange or materials for which the SEC pertaining to Borrower has sought confidential treatment from the Company or any of its Restricted Subsidiaries as the issuer of securitiesSEC). (viiih) Except to the extent that such items are redundant with reports or information otherwise provided pursuant to this Section 6.01, 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 Material Indebtedness 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. (j) On or promptly after any time at which the Borrower becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing clauses foregoing, the obligations in this Section 6.01 (i) and (ii) above, as other than the obligation to any information contained in materials furnished furnish audited financial statements pursuant to clause (viiSection 6.01(a)) above, the Company shall not be separately required to furnish financial statements of the Borrower and its Subsidiaries may be satisfied by furnishing the applicable financial statements of any Parent Company; provided that, such information under is accompanied by consolidating information that explains in reasonable detail the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish differences between the information relating to the Borrower (or such Parent Company), on the one hand, and materials described in the above clauses (i) information relating to the Borrower and (ii) above at its Subsidiaries on a standalone basis, on the times specified thereinother hand. Materials Documents required to be delivered pursuant to any of clauses (i) through (viiSections 6.01(a), inclusive(b), above (f), (g), (h), or (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the 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 on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet 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 upon its request to 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., and the soft copies) of such documents. The Administrative Agent shall have received written notice no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such postingdocuments. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, DebtX 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 Lead Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

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 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 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 PRISA II will maintain, for itself and each SubsidiaryConsolidated Entity, a system of accounting established and administered in accordance with GAAPAgreement Accounting Principles, and furnish to the Administrative Agent, for the benefit of the LendersLender: (i) Within 90 As soon as available, but in any event not later than 45 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 fiscal quarter, for PRISA II and its fiscal yearsConsolidated Entities, 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 unaudited consolidated basis for itself and its Subsidiaries, including balance sheets sheet 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 the related unaudited consolidated unaudited profit statements of operations and loss statements of cash flows of PRISA II and its Consolidated Entities for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by PRISA II's Senior Portfolio Manager or Senior Accounting Manager; (ii) As soon as available, but in any event not later than 120 days after the close of each fiscal year, for PRISA II and its Consolidated Entities, audited financial statements, including a consolidated unaudited statement balance sheet as the end of such year and the related consolidated statements of operations and of cash flows for such year, setting forth in each case in comparative form the period from figures for the beginning previous year, reported on by PricewaterCoopers LLP (or another comparable firm of such fiscal year to independent certified public accountants) without a "going concern" or like qualification or exception, or qualification arising out of the end scope of such quarter, all certified by a Designated Financial Officer.the audit; (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 quarterly and annual financial statements required under Sections 6.1(i) and (ii)hereunder, a compliance certificate in substantially the form of Exhibit F attached B hereto (a “Compliance Certificate”) signed by a Designated Financial Officer senior executive of the PRISA II account, showing the calculations and computations necessary to determine compliance with this Agreement, 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 thereof, updating Schedule 1 as 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.end of preceding quarter; and (viv) 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 Not less than 10 business days prior 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 effective date 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 an updated Exhibit reflecting (i) and (ii) above, as to the proposed admission of 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) new Over 10% Contract Holder 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 existing Contract Holder which will become an Over 10% Contract Holder on 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 postingdate.

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 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 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 statements of income, stockholders' equity 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) any management letter prepared by said accountants, and (b) a certificate of said accountants (I) 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, and (II) confirming the calculations set forth in the Compliance Certificate delivered simultaneously therewith pursuant to clause (iii) below. (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 statements of income, 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 (subject to normal year-end adjustments and the absence of footnotes) 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. (iv) Together with the financial statements required under Sections SECTIONS 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit F attached hereto (a “Compliance Certificate”) EXHIBIT B 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. (viv) 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 of the CompanyBorrower, describing said Reportable Event and the action which the Company Borrower proposes to take with respect thereto. (viv) 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 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. (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 securitiesSecurities and Exchange Commission. (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, 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 (a) For so long as any Notes are outstanding, 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 LendersTrustee: (i1) Within 90 on or prior to the later of (A) 120 days after the end of each fiscal year of the Company or (B) if the Company is then a “reporting issuer” (or such earlier its equivalent) in any province or territory of Canada, the date as on which the Company may be is required to file its applicable (after giving effect to any available extension) such financial information pursuant to Applicable Securities Legislation, annual report on Form 10-K by the rules and regulations financial information of the SECCompany consisting of (i) after “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) for the close of each of its fiscal years, an audit report year then ended; and (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditii) certified by independent certified public accountants reasonably acceptable to the Administrative Agent, audited financial statements prepared in accordance with GAAP IFRS; (2) on a consolidated basis for itself and its Subsidiaries, including balance sheets as or prior to the later of (A) 60 days after 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 fiscal quarters 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 or (B) if they were not consolidated with the Company is then a “reporting issuer” (or accounted for its equivalent) in any province or territory of Canada, the date on which the basis Company is required to file (after giving effect to any available extension) such financial information pursuant to Applicable Securities Legislation, quarterly financial information of the equity method but rather accounting for an investment and otherwise eliminating all accounts Company consisting 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 an MD&A for the nature fiscal quarter and status thereof year-to-date period then ended; and (ii) setting forth unaudited quarterly financial statements prepared in accordance with IFRS; (3) on or prior to the calculation and uses tenth Business Day following the occurrence of each event that would be required pursuant Applicable Securities Legislation to be reported in a material change report under National Instrument 51-102 “Continuous Disclosure Obligations” (a “Material Change Report”), including for greater certainty but not limited to any of the Available Amount for following events: (A) the fiscal period then ended entry into or termination of material agreements; (B) significant acquisitions or dispositions; (C) sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Company's certifying independent auditor; (G) the appointment or departure of directors or executive officers; (H) non-reliance on previously issued financial statements; and (I) change of control transactions, a copy of a Material Change Report prepared on Form NI 51-102F3 containing substantially all of the information that is required to be contained in such a report pursuant to Applicable Securities Legislation; provided, however, that no such Material Change Report will be required to be furnished to the Trustee if the Company shall have used the Available Amount for any purpose during determines in its good faith judgment that 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 is not reasonably expected to any Plan (or such longer period as is acceptable be material to the Administrative Agent)Holders or the business, a statement, signed by a Designated Financial Officer operations or capital of the Company, describing said Reportable Event taken as a whole; and (4) so long as the Company is obligated to make such filings or furnish such information, any filings or information filed with and made publicly available by the applicable Commissions and the action which the Company proposes to take with respect theretoSEC on SEDAR or EDGAR (or any successor system). (vib) Promptly If any document of the type contemplated in clauses (1), (2), (3) and in (4) of Section 4.25(a) is filed and publicly available on SEDAR or EDGAR, the Company shall have, and shall be deemed to have, satisfied all requirements under this Indenture to furnish such document to the Trustee upon the filing of such document with the Commissions and the SEC for public viewing on SEDAR or EDGAR; provided, however, that the Company shall provide a copy of any event such document to the Trustee within 15 a reasonable period of time if the Trustee makes a request therefor to the Company. (c) So long as any Notes are outstanding, (1) within 10 Business Days after receipt furnishing or being deemed to have furnished to the Trustee annual financial information required by Section 4.25(a)(1), the Company will hold a conference call to discuss such reports and the results of operations for the relevant reporting period (or it being understood that 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 conference call may be liable to any Person the same conference call as a result of the Release by with the Company, any of its Subsidiaries, or any other Person of any Hazardous Substances into the environment, ’s equity investors and analysts) and (b2) 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) with respect to the reports required by clauses (1), (2) and (ii3) above, as to any information contained in materials furnished pursuant to clause (viiof Section 4.25(a) above, the Company shall not be separately required to furnish (A) file such information under the clauses reports electronically on SEDAR or EDGAR (ior any successor system) or (ii) aboveif reports required by clauses (1), provided (2) and (3) of Section 4.25(a) above are not available on SEDAR or EDGAR (or other successor electronic filing system) the foregoing Company will also maintain a password protected website via an Intralinks site or other similar password protected website to which Holders of the Notes and prospective purchasers of Notes are given access upon request to the Company and to which all of the reports required by this Section 4.25 are posted. (d) No fewer than two days prior to any annual or quarterly conference call, as applicable, the Company will issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. Notwithstanding anything herein to the contrary, for purposes of Section 6.01(f), (1) the Company will be deemed not to have failed to comply with any of its obligations under Section 4.25(a)(1) until 15 days after the date any financial information thereunder is due under Applicable Securities Legislation, and (2) the Company will be deemed not to have failed to comply with any of its obligations under Section 4.25(a)(2) until 15 days after the date any financial information thereunder is due under Applicable Securities Legislation. For greater certainty, if the Company from time to time files any amendment or amendment and restatement of any document referred to in Section 4.25(a), the filing of any such amendment or amendment and restatement thereof shall not be in derogation of the obligation constitute a failure of the Company to furnish the information and materials described comply with its obligations 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 covenant 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 not constitute 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 Event of such postingDefault.

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 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 Parent 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 Parent and its consolidated Subsidiaries for the Company may be required applicable fiscal quarter, and (b) an unaudited (management-prepared) balance sheet of Parent and its consolidated Subsidiaries for the applicable fiscal quarter, all in reasonable detail with Bank having full access to file its applicable annual report on Form 10-K all supporting schedules and comments, and certified by the rules Parent’s president, principal financial officer or other employee designated by Parent 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, Bank to have been prepared in accordance with GAAP on a consolidated basis Generally Accepted Accounting Principles consistently applied, except for itself any inconsistencies explained in such certificate; (2) Within one hundred twenty (120) days after each Fiscal Year-End (a) an income statement of Parent and its Subsidiariesconsolidated Subsidiaries for such Fiscal Year, including and (b) a balance sheets sheet of Parent and its consolidated Subsidiaries 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 ▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, 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, except for any inconsistencies explained in such certificate; in addition, Parent 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 go beyond the bounds of generally accepted auditing procedures for the purpose of certifying financial statements; and during the existence of a Default or Event of Default and after Bank has sent prior notice to the Parent, Bank shall have the right, from time to time, to discuss any Borrower’s affairs directly with such Borrower’s accountants, and any such accountants are authorized and directed to give Bank any information Bank may request at any time regarding the financial affairs of any Borrower and are authorized and directed to furnish Bank with copies of any documents in their possession related thereto; (3) Within forty-five (45) days after each Quarter-End, a Compliance Certificate for the applicable quarterly report on Form 10-Q fiscal quarter, certified to be correct by the rules Parent’s principal financial officer or other employee designated by Parent 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.Bank; (vi4) Promptly upon receipt thereof, copies of any “management letter” submitted to Parent by its certified public accountants in connection with each annual, interim or special audit, 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 Companypromptly upon completion thereof, any of its Subsidiaries, or response reports from 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, Borrower in either case, could reasonably be expected to have a Material Adverse Effect.respect thereof; (vii5) Promptly after the sending or making available or filing thereofof the same, copies of all reports, proxy statements and financial statements that Parent and/or its consolidated Subsidiaries sends or makes available to its Equity Owners and all registration statements and reports that Parent and/or its consolidated Subsidiaries files with the Company Securities and Exchange Commission (or any other similar Governmental Authority), the National Association of its Restricted Subsidiaries sends to Securities Dealers or files with any of their respective national securities holders exchange; (other 6) Not later than the Company or another Subsidiarysixtieth (60th) or any securities exchange or day after the SEC pertaining commencement of each fiscal year, deliver Projections (as hereinafter defined) to Bank for the Company or any of Parent and its Restricted consolidated 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 requestfor such fiscal year. Notwithstanding the foregoing clauses “Projections” means forecasted consolidated and consolidating (i) and balance sheets prepared on an annual basis, (ii) aboveprofit and loss statements prepared on a quarterly basis, 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 (iiiii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vii)cash flow statements prepared on an annual basis, inclusive, above (to the extent any such documents are included in materials otherwise filed all prepared on a consistent basis with the SEC) may be delivered electronically historical financial statements of Parent and shall be deemed to have been delivered on the date (i) on which the Company posts such documentsits consolidated Subsidiaries, or provides together with appropriate supporting details and a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agentstatement of underlying assumptions; 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 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 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 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, 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 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.