Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (which will promptly furnish such information to each Lender:the Lenders): (a) within As soon as available, and in any event not later than five Business Days after the date by which Holdings is required to file its annual report on Form 10-K with the SEC (after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 90 days after the end of each such fiscal year), its (i) a consolidated balance sheet and the related consolidated statements of income and operations, cash flows and owners’ equity showing the financial position of Holdings and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such year (the “Annual Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Annual Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the Restricted Subsidiaries; (ii) a narrative discussion of management’s discussion and analysis of results; and (iii) setting forth in comparative form the corresponding figures for the prior fiscal year, all which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by Deloitte & Touche LLP or another Holdings’ independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or as to the status of Holdings or its Subsidiaries as a “going concern” or like concern other than any such qualification or exception and without that is solely with respect to, or resulting solely from, an upcoming maturity date under the Credit Facilities or any qualification other Material Indebtedness occurring within one year from the time such report is delivered or exception as to the scope any prospective default of such auditany financial covenant) to the effect that such consolidated financial statements fairly present its present, in all material respects, the financial condition position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP GAAP; (it being agreed that b) As soon as available, and in any event not later than five Business Days after the requirements of this paragraph may be satisfied date by the delivery pursuant which Holdings is required to paragraph (d) below of an annual file its quarterly report on Form 10-K containing Q with the foregoing); SEC (b) within after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 45 days after the end of each of the first three such fiscal quarters of each fiscal yearquarter), its (i) a consolidated balance sheet and related consolidated statements of income, operations and cash flow flows showing (x) the financial position of Holdings and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated and consolidating results of its operations during such fiscal quarter and (y) the then then-elapsed portion of the fiscal yearyear and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (the “Quarterly Financial Statements” and, all together with the Annual Financial Statements, the “Required Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Quarterly Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the Restricted Subsidiaries; and (ii) a narrative discussion of management’s discussion and analysis of results, certified by one a Responsible Officer of its Financial Officers Holdings on behalf of Holdings as fairly presenting its presenting, in all material respects, the financial condition position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements Required Financial Statements under paragraph paragraphs (a) or and (b) aboveof this Section 5.04, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best of such Financial Officer’s knowledge, that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred or, if such an Event of Default or Default has occurredand is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) certifying a list of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary”, (iii) certifying a list of all Unrestricted Subsidiaries at such time and that each Subsidiary set forth on such list qualifies as an Unrestricted Subsidiary and (iv) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06computations in reasonable detail calculating the Fixed Charge Coverage Ratio for the fiscal quarter then ended (irrespective of whether a Covenant Trigger Event is then in effect); (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other publicly available reports, 10-Q and 8-K proxy statements and, to the extent requested by the Administrative Agent, other materials filed by it Holdings or its Subsidiaries with the SECSEC or, after an initial public offering, distributed to its stockholders generally, as applicable; (e) upon the reasonable request of the Administrative Agent, concurrently with the delivery of the Annual Financial Statements, provide an update to the information set forth on the schedules to the Collateral Agreement, together with (i) information about deposit accounts, securities accounts and commodities accounts entered into by the Borrower or any Governmental Authority succeeding to of the Loan Parties and (ii) information regarding Material Real Property acquired by the Borrower or any of or all the functions of the SEC, orLoan Parties, in the case of each of (i) and (ii), since the Company, copies First Restatement Effective Date or the delivery of all reports distributed to its shareholdersthe previous year’s Annual Financial Statements, as applicable, to the case may be; andextent not previously notified to the Administrative Agent; (ef) within 90 days following the end of each fiscal year, a reasonably detailed consolidated annual budget for the succeeding fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each fiscal quarter for such fiscal year and annual consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of Holdings to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (g) promptly, from time to time, such other information regarding the operations, business affairs (including self-insurance) and financial condition of the Borrower and its Subsidiaries, or compliance with the terms of any Loan Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender Lender); (h) In connection with the covenants set forth in this Section 5.04(h), it is understood and agreed that: (i) Subject to Section 5.04(h)(ii), on or before the 15th Business Day after the end of each fiscal quarter, a Borrowing Base Certificate as of the last day of such fiscal quarter, with such supporting materials as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) upon the making of any Loans or the issuance of any Letters of Credit that would cause the Revolving L/C Exposure to exceed $5,000,000 (a “Funding Date”) at any time where immediately prior to the making of such Loans or issuance of any Letters of Credit, the Aggregate Credit Exposure solely in respect of Revolving Loans was $0 and the Revolving L/C Exposure was $5,000,000 or less, the Borrower shall furnish a Borrowing Base Certificate as of the last day of the immediately preceding month ended at least 15 Business Days prior to such Funding Date, with supporting materials as the Administrative Agent shall reasonably request, (y) at any time that any Loans or Letters of Credit are outstanding, the Borrower shall furnish a Borrowing Base Certificate on or before the 15th Business Day of each month calculated as of the last day of the immediately preceding month, with supporting materials as the Administrative Agent shall reasonably request through and (z) after the occurrence and during the continuance of a Cash Dominion Event, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), the Borrower shall furnish a Borrowing Base Certificate calculated as of the close of business on Saturday of the immediately preceding calendar week. (ii) At any time and from time to time the Borrower is entitled to calculate the Borrowing Base on a Pro Forma Basis to give effect to a Permitted Business Acquisition (including an acquisition of inventory or accounts receivable), and to adjust the Borrowing Base accordingly, prior to completion of the applicable field examination or appraisal; provided that, if, on or prior to the date that is 90 days following the consummation of such Permitted Business Acquisition, the Borrower shall not have delivered the appropriate field examination or appraisal with respect to any asset included in the Borrowing Base pursuant to this Section 5.04(h)(ii), then on the date that is 90 days following the consummation of such Permitted Business Acquisition such asset shall be removed from the Borrowing Base until the completion of the applicable field examination or appraisal with respect to such asset. (i) promptly upon request by the Administrative Agent. Information Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) each Schedule SB (Single-Employer Defined Benefit Plan Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the IRS with respect to a Plan, (ii) the most recent actuarial valuation report for any Plan, (iii) all notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by the Borrower, its Subsidiaries or any ERISA Affiliate, concerning an ERISA Event and (iv) with respect to each Foreign Benefit Plan, any available annual reports, actuarial valuation reports or notices from plan sponsors, plan administrators or any Governmental Authority with respect to such plan; and (j) promptly following any request therefor by the Administrative Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower, its Subsidiaries or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower, its Subsidiaries or such ERISA Affiliate shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided that documents required to be delivered to the Administrative Agent pursuant to this Section 5.03 paragraphs (a), (b) and (d) shall be deemed to have been distributed delivered on the earlier of the date on which (A) Holdings posts such documents or provides a link thereto on Holdings’ website, with notification to the Lenders Administrative Agent of the posting of such documents and (B) such documents are filed with the SEC; provided, further, if such information, or one or more annual or quarterly reports containing such information, shall have been posted requested by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or in writing, Holdings shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of also provide such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered documents by electronic communications pursuant mail to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution to each LenderPurchaser: (a) within as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) after the end of each fiscal yearFiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition subsidiaries as of the close of such fiscal year Fiscal Year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each fiscal yearFiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearFiscal Year, all certified by one of its Financial Responsible Officers as fairly presenting its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial the accounting firm (in the case of paragraph (a) above) or Responsible Officer of the Company (iin the case of paragraph (b) above) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly within five (5) Business Days after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it the Company with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as regarding the operations, business affairs and financial condition of the Company or any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such informationSubsidiary, or one or more annual or quarterly reports containing such informationcompliance with the terms of this Agreement, shall have been posted by as the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Purchaser may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Alcoa shall furnish to the Administrative Agent the following, with sufficient copies for distribution the Administrative Agent to provide a copy to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP and (it being agreed that ii) the requirements balance sheet and related statements of this paragraph may be satisfied by the delivery income of each of its Subsidiaries which has been designated pursuant to paragraph (dSection 10.04(i) below as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of an annual report on Form 10-K containing the foregoing)such Subsidiary; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoingSecurities and Exchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under paragraph (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 or any Lender may reasonably request. Alcoa shall be deemed to have been distributed to the Lenders if such informationfulfilled its obligations under paragraph (a), (b) or one or more annual or quarterly reports containing such information, shall have been posted by (d) above when the Administrative Agent on receives a paper or an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website electronic version of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information documents required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant paragraph (a), (b) or (d) above, in a format acceptable to procedures approved by the Administrative Agent; provided that (i) such paper or electronic version must be accompanied by a certificate delivered pursuant to paragraph (c) above and (ii) the Borrower shall deliver paper copies of the information referred to in paragraph (d) above to any Lender which requests such delivery.

Financial Statements, Reports, etc. In the case of the Company, Alcoa shall furnish to the Administrative Agent for distribution the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within Within 90 days after the end of each fiscal year, year its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 Within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoing)SEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly Promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, SEC or any Governmental Authority succeeding to any of or all the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been is delivered or caused to be delivered by Alcoa to the Lenders Administrative Agent providing notice of such posting or availability); provided that Alcoa shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.03 may also 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures approved by the Administrative Agentset forth in Section 9.03.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution to each LenderAgent: (a) within 90 100 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income operations, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche BDO ▇▇▇▇▇▇▇ LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of incomeoperations, stockholders' equity and cash flow flows showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a the accounting firm (in the case of delivery under clause (a) above) or Financial Officer (iin the case of delivery under clause (b) above) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to the best knowledge of such Financial Officer’s knowledgethe signer, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth reasonably detailed attaching calculations demonstrating showing compliance with Section 6.06Sections 6.13, 6.14, 6.15, 6.16, 6.17 and 6.18 and the Interest Expense Coverage Ratio as of the end of such fiscal period; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; (e) as soon as available, and in any event no later than 100 days after the end of each fiscal year, commencing with the fiscal year ending December 30, 1995, forecasted financial projections for the Borrower through the end of the then-current fiscal year (including a description of the underlying assumptions and management's discussion of historical results), all certified by a Financial Officer of the Borrower to be a good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; and (ef) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of Holdings and the CompanyBorrower, furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet and the related consolidated statements of income and cash flows showing its consolidated the financial condition of each of Holdings and the Borrower and their respective consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte Ernst & Touche Young LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of each of Holdings and the Borrower and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet and related consolidated statements of income, income and cash flow and stockholders’ equity, flows showing its consolidated the financial condition of each of Holdings and the Borrower and their respective consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of each of Holdings and the Borrower and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (ci) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of a Financial Officer (i) opining on or certifying that, to the best of such Financial Officer’s knowledge, statements certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) thereto, setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants and, in the case of paragraph (a) above, setting forth Holdings' calculation of Excess Cash Flow, the Borrower's Portion of Excess Cash Flow for such fiscal year and identifying the application, if any, of any Borrower's Portion of Excess Cash Flow from the immediately preceding fiscal year to Permitted Acquisitions pursuant to Section 6.066.04(m), investments pursuant to Section 6.04(o) or the prepayment of Loans pursuant to Section 2.12(a), (iii) in the case of paragraph (a) above, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Holdings, the Borrower and their respective Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge that any Event of Default or Default has occurred or, if in the opinion of such accounting firm such an Event of Default or Default has occurred, specifying the nature and extent thereof; (d) promptly after the same become publicly available, copies of all reports periodic and other reports, proxy statements and other materials (other than exhibits thereto (unless requested by the Administrative Agent) and any registration statements on forms 10-K, 10-Q and 8-K Form S-8 or its equivalent) filed by it Holdings or any Subsidiary with the SEC, or any Governmental Authority succeeding to any of or all of the functions of the SEC, oror with any national securities exchange, in or distributed to holders of any Material Indebtedness pursuant to the case terms of the Companydocumentation governing such Indebtedness (or any trustee, copies of all reports distributed to its shareholdersagent or other representative therefor), as the case may be; (e) promptly after the receipt thereof by Holdings, the Borrower or any of their respective Subsidiaries, a copy of any "management letter" received by any such person from its certified public accountants and the management's responses thereto; (f) no later than 90 days following the first day of each fiscal year of Holdings, a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income by each of the Borrower's business units and sources and uses of cash and balance sheets) prepared by Holdings for (i) each of the four quarters of such fiscal year prepared in detail and (ii) each of the two years immediately following such fiscal year prepared in summary form, in each case, of Holdings and its Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to the effect that the budget is a reasonable estimate for the period covered thereby; and (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Alcoa shall furnish to the Administrative Agent the following, with sufficient copies for distribution the Administrative Agent to provide a copy to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP and (it being agreed that ii) the requirements balance sheet and related statements of this paragraph may be satisfied by the delivery income of each of its Subsidiaries which has been designated pursuant to paragraph (dSection 10.04(e) below as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of an annual report on Form 10-K containing the foregoing)such Subsidiary; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoingSecurities and Exchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under paragraph (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 or any Lender may reasonably request. Alcoa shall be deemed to have been distributed to the Lenders if such informationfulfilled its obligations under paragraph (a), (b) or one or more annual or quarterly reports containing such information, shall have been posted by (d) above when the Administrative Agent on receives a paper or an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website electronic version of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information documents required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant paragraph (a), (b) or (d) above, in a format acceptable to procedures approved by the Administrative Agent; provided that (i) such paper or electronic version must be accompanied by a certificate delivered pursuant to paragraph (c) above and (ii) the Borrower shall deliver paper copies of the information referred to in paragraph (d) above to any Lender which requests such delivery.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06Sections 6.06 and 6.07; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (and the Administrative Agent shall promptly after receipt thereof make available to each Lender:): (a) with respect to El Paso, within 90 120 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income operations, stockholders’ equity and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche KPMG LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) with respect to El Paso, within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of incomeoperations, cash flow and stockholders’ equity, and cash flows showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers Officers, as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) with respect to El Paso, concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) with respect to El Paso, promptly after the same become publicly available, copies of all periodic and other reports and definitive proxy statements (other than any registration statement on forms 10-K, 10-Q and 8-K Form S-8 or its equivalent) filed by it or any Subsidiary with the SEC, or any Governmental Authority succeeding distributed to any of or all its shareholders generally; (e) with respect to the functions of Trustee, concurrently with the SEC, or, in the case of the Companydelivery thereof to El Paso, copies of its periodic trust reports; (f) with respect to El Paso, promptly after El Paso shall have received notice thereof, notice of any change in the debt rating of the Index Debt, or any notice that El Paso or any Index Debt shall be placed on “CreditWatch” or “WatchList” or any similar list maintained by either Rating Agency, in each case with negative implications; (g) promptly after the request by any Lender, all reports distributed documentation and other information that such Lender reasonably requests in order to comply with its shareholdersongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, as including the case may beUSA Patriot Act; and (eh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of such Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish directly to the Administrative Agent for distribution and to each Lenderof the Banks: (a) within 90 120 days after the end of each fiscal year of the Company (being December 31 in each calendar year), its consolidated Consolidated balance sheet and the related consolidated sheets, Consolidated statements of income and Consolidated statements of cash flows showing its consolidated the Consolidated financial condition of the Company and the Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of the Subsidiaries during such year, all the foregoing consolidated financial statements to be audited by Deloitte Coopers & Touche LLP ▇▇▇▇▇▇▇, independent public accountants, or another other independent registered public accounting firm of recognized national standing selected by accountants acceptable to the Company Required Banks and accompanied by an opinion of such accountants accountant (without a “going concern” or like qualification or exception and without which shall not be qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated unaudited Consolidated balance sheet and related consolidated sheets, Consolidated statements of income, income and Consolidated statements of cash flow and stockholders’ equity, flows showing its consolidated the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the close end of each such fiscal quarter and the consolidated results of its operations during such fiscal quarter and for the then elapsed portion of the fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as presenting fairly presenting its the financial condition position and results of operations on a consolidated basis of the Company and such Subsidiaries and as having been prepared in accordance with GAAPGAAP (except for such changes therein as are approved by the independent accountants for the Company), in each case subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer the firm or person referred to therein (which certificate furnished by the independent accountants referred to in paragraph (a) above may be limited to the best of its knowledge and to accounting matters and may disclaim responsibility for legal interpretations) (i) certifying that, to the best of such Financial Officer’s knowledge, that no Default or Event of Default or Default has occurred occurred, or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and and, in the case of the certificate furnished by a Financial Officer of the Company, specifying any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.05 and 6.06; (d) promptly after the same become publicly availableavailable and to the extent not required to be furnished by any other provision of this Section 5.04, (i) copies of all proxy statements, financial statements and reports that the Company sends to its stockholders and (ii) copies of all regular, periodic and special reports, and all registration statements relating to transactions requiring a vote of stockholders of the Company or filed on forms 10Form ▇-K▇, 10▇-Q and 8-K filed by it ▇ or S-3 under the Securities Act of 1933, which the Company or any Subsidiary files with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to which may be substituted therefor, or with any of national securities exchange, or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company and the Subsidiaries as any Lender shall reasonably request each Bank through the Administrative Agent. Information required Agent may reasonably request; provided, however, that the Company shall not be obligated to be delivered disclose, or to permit any examination which will disclose, technical knowledge or confidential trade information, except where appropriate safeguards exist that prevent dissemination of such information in a manner detrimental to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Company's competitive position.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of an annual report on Form 10-K containing the foregoing); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, income and cash flow and stockholders’ equity, flows showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAPGAAP or SAP, as applicable, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (iA) certifying that, to the best of such Financial Officer’s knowledge, that (1) no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii2) to such Financial Officer’s knowledge, as of the date of such certificate, S&P does not classify the aggregate principal amount of Consumer Notes as financial leverage of the Company or a Subsidiary and (B) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06(1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within 90 days after the end of each fiscal year and, in the case of clause (ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, calculations of the financial tests referred to in Sections 5.13 and 5.14. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed delivered to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by on the date on which the Company provides written notice to the Administrative Agent that such information has been posted on an IntraLinks the Company’s website on the Internet at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or similar site to which the Lenders have been granted access or shall be is available on the website of the Securities and Exchange Commission SEC at h▇▇▇▇://://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such posting or availability)information to any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In Furnish to the Administrative Agents for distribution to each Lender (except in the case of the Companymaterials required by paragraphs (d) below, furnish which shall only be furnished to the General Administrative Agent, the Japanese Administrative Agent for distribution to each Lender:and the Japanese Lenders): (a) within 90 105 days after the end of each fiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated statements of income and cash flows earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equityearnings statement, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one year (and each delivery of its Financial Officers as such statements shall be deemed a representation that such statements fairly presenting its present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting demonstrating in reasonable detail calculation of the covenants set forth reasonably detailed calculations demonstrating compliance with in Section 6.0610.04 as of the last day of the period covered by such financial statements; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and Form 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the General Administrative Agent. Information , including any additional information relating to any one-time integration or transaction costs referred to in clause (f) of the definition of the term “Consolidated EBITDA” (it being understood that the Company shall not be required to be delivered provide any information or documents which are subject to confidentiality provisions the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if nature of which prohibit such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availabilitydisclosure). Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may also be delivered by electronic communications pursuant obtained) to procedures approved the General Administrative Agent that such information has been posted on the Company’s website on the internet at w▇▇.▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Administrative AgentLenders without charge.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution Agent, which shall furnish to each Lender: (a) within the later of (i) 90 days after the end of each fiscal yearyear or (ii) by the date the following statements would have been required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available under Rule 12b-25 of the Securities Exchange Act of 1934 for the filing of such statements), its consolidated balance sheet and the related consolidated statements of financial position, operations, shareholders’ equity and comprehensive income and cash flows showing the financial condition of the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche KPMG, LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied, together with a customary “management discussion and analysis” provision; (b) within the later of (i) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear or (ii) by the date the following statements would have been required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available under Rule 12b-25 of the Securities Exchange Act of 1934 for the filing of such statements), its consolidated balance sheet and related consolidated statements of incomefinancial position, operations and cash flow flows showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of adjustments, together with a quarterly report on Form 10-Q containing the foregoing)customary “management discussion and analysis” provision; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit K (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail demonstrating compliance with Section 6.06the covenants contained in Sections 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Sections 6.10, 6.11 and 6.12 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail. (e) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget); (f) promptly after the same become publicly available, copies of of, or links to copies of, all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it Super Holdco, Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any of or all of the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; (g) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any final “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) concurrently with any delivery of monthly financial statements required to be delivered under the ABL Credit Agreement, copies of such monthly financial statements; (i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (ej) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender shall reasonably request through the Administrative AgentAgent may reasonably request. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information Documents required to be delivered pursuant to this Section 5.03 5.04 may also be delivered by electronic communications pursuant electronically and, if so delivered, shall be deemed to procedures approved have been delivered to the Administrative Agent and the Lenders on the date on which (i) the Borrower posts such documents, or provides a link thereto, on its principal publicly accessible website or (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (which may be a commercial or a third party website or a website sponsored by the Administrative Agent; provided that the Borrower shall notify the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.

Financial Statements, Reports, etc. In the case of the CompanyWith respect to Millennium, furnish to each of the Administrative Agent for distribution to each LenderLenders: (a) within 90 Within 95 days after the end of each fiscal yearFiscal Year of Millennium, its consolidated audited financial statements (which shall include a balance sheet and the related consolidated income statement, as well as statements of income stockholders' equity and cash flows flows) showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations of Millennium and its Consolidated Subsidiaries as of the end of and for such fiscal year, reported on by independent public accountants of recognized standing acceptable to the Required Lenders and in a consolidated basis in accordance with GAAP (it being agreed that form reasonably acceptable to the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing);Required Lenders. (b) within 45 Within 55 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year of Millennium, its consolidated unaudited financial statements (which shall include a balance sheet and related consolidated income statement, as well as statements of income, stockholders' equity and cash flow and stockholders’ equity, flow) showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis of Millennium and its Consolidated Subsidiaries as of the end of and for such fiscal quarter, certified by the chief financial officer of Millennium as presenting fairly the financial position and results of operations of Millennium and its Consolidated Subsidiaries and as having been prepared in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing);adjustments. (c) concurrently Promptly after the same shall have been filed or furnished as described below, copies of such registration statements (other than registration statements on Form S-8 or any similar or successor form), annual, periodic and other reports and proxy statements, as shall be filed by Millennium, any Borrower or any Subsidiary with any delivery the SEC pursuant to the requirements of financial statements under paragraph the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules promulgated thereunder. (d) Concurrently with (a) or and (b) above, a certificate of a Financial Officer of Millennium (i) certifying thatcompliance, as of the dates of the financial statements being furnished at such time and for the periods then ended, with the covenants set forth in Sections 6.01, 6.02 and 6.03, demonstrating, in reasonable detail, compliance with the covenants set forth in Sections 6.11 and 6.12 and setting forth, as of the dates of the financial statements, the computation of Consolidated Net Tangible Assets (as defined in the Indenture), (ii) certifying that to the best knowledge of such Financial Officer’s knowledge, Officer no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06;any change since the date hereof, or the last date such a certificate was delivered, in the information set forth on Schedule 3.15 and (iv) describing any applicable material change in GAAP reflected in such financial statements and not reflected in any financial statements previously delivered and setting forth in reasonable detail the results thereof. (de) promptly after the same become publicly availablePromptly upon receipt, copies of all reports on forms 10-K, 10-Q and 8-K financial or other information concerning Equistar that has been publicly filed by it Equistar with the SEC, Securities and Exchange Commission or any another Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; andAuthority. (ef) promptlyPromptly, from time to time, such other information regarding this Agreement, the other Loan Documents or the affairs, operations or condition (financial or otherwise) of Millennium, any Borrower or Subsidiary or Equistar as any Lender shall may reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such informationand which is susceptible of being obtained, produced or one generated by any of them or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to of which the Lenders have been granted access or shall be available on the website any of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇them has knowledge.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 120 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 90 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ ' equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s 's knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information; and (f) concurrently with any delivery of financial statements under paragraph (a) or (b) above, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website calculations of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇financial test referred to in Section 5.12.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Each Borrower shall furnish to Agent the Administrative following, each in such form and such detail as Agent for distribution to each Lenderor the Required Lenders shall reasonably request: (ai) within 90 As soon as available and in no event later than fifty-five (55) days after the end last day of each fiscal quarter of FIL, a copy of the Financial Statements of FIL and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year to date, certified by the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of FIL to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year, its consolidated balance sheet -end audit adjustments); (ii) As soon as available and the related consolidated statements of income and cash flows showing its consolidated financial condition as of in no event later than one hundred (100) days after the close of such each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL (prepared on a consolidated and the consolidated results of its operations during consolidating basis) for such year, all audited by Deloitte & Touche LLP or another independent registered certified public accounting firm accountants of recognized national standing selected by reasonably acceptable to Agent, (B) copies of the Company and accompanied by an opinion of such accountants unqualified opinions (without or qualified opinions (other than a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit) reasonably acceptable to Agent) of such accountants and (C) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)nature thereof; (biii) within 45 days after Contemporaneously with the quarterly and year-end of each Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the first three fiscal quarters chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of each fiscal yearfinance of FIL (a “Compliance Certificate”) that (A) states that no Default has occurred and is continuing, its consolidated balance sheet or, if any such Default has occurred and related consolidated statements of incomeis continuing, cash flow a statement as to the nature thereof and stockholders’ equitywhat action FIL proposes to take with respect thereto, showing its consolidated financial condition and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the close last day of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments or year (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and), the calculation of the financial ratios and tests provided in Paragraph 5.03; (eiv) promptlyAs soon as possible and in no event later than five (5) Business Days after any officer of such Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, from time to time, such other information as (B) any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, actual or one threatened litigation or suits against any Borrower or any of FIL’s Subsidiaries involving potential monetary damages payable by any Borrower or FIL’s Subsidiaries of (x) Ten Million Dollars ($10,000,000) or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.alone or

Financial Statements, Reports, etc. In the case of the Company, The Borrower shall furnish to the Administrative Agent for distribution to and each LenderBank: (a) within 90 105 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and the related consolidated statements of income and statements of cash flows flow, showing the financial condition of (i) Avista Utilities and (ii) the Borrower and its consolidated financial condition Subsidiaries, in each case as of the close of such fiscal year year, and the consolidated results of its each of their operations during such year, all (A) in the case of Avista Utilities, certified by one of the Borrower’s Financial Officers as fairly presenting the financial condition and results of operations of Avista Utilities in accordance with GAAP consistently applied and (B) in the case of the Borrower and its consolidated subsidiaries, audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing selected by acceptable to the Company Required Banks and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower on a consolidated basis (except as noted therein) in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, consolidated and, to the extent otherwise available, consolidating balance sheets and related statements of income and statements of cash flow, showing the financial condition of (i) Avista Utilities and (ii) the Borrower and its consolidated balance sheet and related consolidated statements of incomesubsidiaries, cash flow and stockholders’ equity, showing its consolidated financial condition in each case as of the close of such fiscal quarter quarter, and the consolidated results of its each of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of Avista Utilities or the Borrower on a consolidated basis basis, as applicable, in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a certificate of a the relevant accounting firm opining on or certifying such statements or Financial Officer (iwhich certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, that to the best knowledge of such the accounting firm or the Financial Officer’s knowledge, as the case may be, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) a certificate of a Financial Officer of the Borrower setting forth reasonably detailed in reasonable detail such calculations demonstrating as are required to establish whether the Borrower was in compliance with Section 6.06Sections 6.05 and 6.06 on the date of such financial statements; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Bank may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (who will distribute to each Lender:): (a) after the Effective Date, within 90 days after the end of each fiscal yearyear ending after the Effective Date (or such later date to which the Administrative Agent may agree), its consolidated balance sheet and the related consolidated statements of income and cash flows showing the financial condition of the Borrower and its consolidated financial condition subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by Deloitte & Touche KPMG LLP or another other independent registered public accounting firm accountants of recognized national standing selected by (or another independent public accountant reasonably satisfactory to the Company Administrative Agent) and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP (which opinion shall not be subject to (x) a “going concern” qualification, except as resulting from, in the good faith determination of the Borrower, (1) the impending maturity of any Indebtedness and/or the termination of any revolving credit commitment, (2) the breach or anticipated breach of any financial covenant, and (3) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; it being agreed understood that notwithstanding the requirements of this paragraph foregoing, any such report may be satisfied by subject to a “going concern” explanatory paragraph or like statement or (y) a qualification as to the delivery pursuant to paragraph (d) below scope of an annual report on Form 10-K containing the foregoingrelevant audit); (b) commencing with the fiscal quarter ended March 31, 2024, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its the Borrower’s consolidated balance sheet and related consolidated statements of income, income and cash flow flows showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Persons during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its a Financial Officers Officer as fairly presenting its in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveSection 5.04 Financials, a certificate of a Financial Officer of the Borrower setting forth (ix) certifying that, to the best of such Financial Officer’s knowledgeextent Section 6.10 then applies, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions computations in reasonable detail of the SEC, or, in the case Consolidated First Lien Leverage Ratio as of the Company, copies last day of all reports distributed to its shareholdersthe fiscal quarter or year, as the case may be, covered by such Section 5.04 Financials and indicating whether or not the Borrower is in compliance with Section 6.10 and (y) in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; provided, that such calculation shall not be required under this clause (y) to the extent no prepayment would be required under Section 2.13(c) with respect to the Fiscal Year to which such financial statements relate; (d) [reserved]; (e) simultaneously with the delivery of the Section 5.04 Financials, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements (but only to the extent such Unrestricted Subsidiaries would not be considered “minor” under Rule 3-10 of Regulation S-X under the Securities Act); (f) [reserved]; (g) after the request by any Lender (through the Administrative Agent), all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; and (eh) promptly, from time to time, such other information (financial or otherwise) as any Lender shall the Administrative Agent may reasonably request through from time to time regarding the Administrative Agentfinancial condition or business of the Borrower and its Restricted Subsidiaries. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.04 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to on the Lenders providing notice website of such posting or availability)the Borrower. Information required to be delivered pursuant to this Section 5.03 5.04 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. Notwithstanding the foregoing, if (i) the Borrower’s financial statements are consolidated with any parent company’s financial statements or (ii) any parent company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, then the requirement to deliver consolidated financial statements of the Borrower and its consolidated subsidiaries (and the related opinion from independent public accountants) pursuant to Section 5.04(a) and (b) may be satisfied by delivering (A) consolidated financial statements of such parent company (and, in the case of Section 5.04(a), the related opinion with respect to such parent company from independent public accountants) and (B) if either (1) such parent company (or any other parent company that is a subsidiary of such parent company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such parent company’s ownership of the Borrower and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand (other than any such differences relating to shareholders’ equity), a schedule showing, in reasonable detail, consolidating adjustments, if any, attributable solely to such parent company and any of their Subsidiaries that are not the Borrower or any of its Restricted Subsidiaries.

Financial Statements, Reports, etc. In the case of the Company, Alcoa shall furnish to the Administrative Agent the following, with sufficient copies for distribution the Administrative Agent to provide a copy to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP and (it being agreed that ii) the requirements balance sheet and related statements of this paragraph may be satisfied by the delivery income of each of its Subsidiaries which has been designated pursuant to paragraph (dSection 10.04(e) below as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of an annual report on Form 10-K containing the foregoing)such Subsidiary; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoingSecurities and Exchange Commission (or any successor agency); (c) concurrently with any no later than the delivery due date of financial statements under paragraph (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access (and a confirming electronic correspondence is delivered or caused to be delivered by the Administrative Agent to such addresses as a Lender may designate for this purpose providing notice of such posting) or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been is delivered or caused to be delivered by Alcoa to the Lenders Administrative Agent providing notice of such posting or availability); provided that Alcoa shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.03 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (which will promptly furnish such information to each Lender:the Lenders (or, with respect to clause (6) below, to the Lenders who have requested such information)): (a1) within 90 days after following the end of each fiscal year, its a consolidated balance sheet and the related consolidated statements of income and operations, cash flows and owners’ equity showing the financial position of Holdings and its consolidated financial condition Restricted Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such fiscal year and, in each case, starting with the fiscal year ending December 31, 2023, setting forth in comparative form the corresponding figures for the prior fiscal year, (together with, in all cases, customary management discussion and analysis) which consolidated balance sheet and related statements of operations, cash flows and owners’ equity will be audited by Deloitte & Touche LLP or another the auditors of the Company on the Closing Date, independent registered public accounting firm accountants of recognized national standing selected by standing, or such other accountants as are reasonably acceptable to the Company Administrative Agent, and accompanied by an opinion of such accountants (without which opinion shall not be subject to any “going concern” statement, explanatory note or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception and without resulting solely from (i) an upcoming maturity date of indebtedness occurring within one year from the time such opinion is delivered, (ii) anticipated or actual financial covenant non-compliance or (iii) the activities, operations, financial results, assets or liabilities of any qualification or exception as to the scope of such auditUnrestricted Subsidiary)) to the effect that such consolidated financial statements fairly present its present, in all material respects, the financial condition position and results of operations of Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery applicable financial statements delivered pursuant to paragraph this clause (d1) below of an annual report on Form 10-K containing being the foregoing“Annual Financial Statements”); (b2) within 45 days after following the end of each of the first three fiscal quarters of each fiscal year, its a consolidated balance sheet and related consolidated statements of income, operations and cash flow flows showing the financial position of Holdings and stockholders’ equity, showing its consolidated financial condition Restricted Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and and, in each case, the then then-elapsed portion of the fiscal yearyear and setting forth, starting with the fiscal quarter ending June 30, 2023, in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (together with, in all cases, customary management discussion and analysis), which consolidated balance sheet and related statements of operations and cash flows will be certified by one a Responsible Officer of its Financial Officers Holdings on behalf of Holdings as fairly presenting its presenting, in all material respects, the financial condition position and results of operations of Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes (it being agreed that the requirements of this paragraph may be satisfied by the delivery applicable financial statements delivered pursuant to paragraph this clause (d2) below of a quarterly report on Form 10-Q containing being the foregoing“Quarterly Financial Statements” and, together with the Annual Financial Statements, collectively, the “Required Financial Statements”); (c3) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveRequired Financial Statements, a certificate of a Financial Officer of the Company: (ia) certifying that, to the best of such Financial Officer’s knowledge, knowledge that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred or, if such an Event of Default or Default has occurredand is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (b) setting forth, in reasonable detail, the calculation of the Fixed Charge Coverage Ratio for the most recent period of four consecutive fiscal quarters as of the close of such fiscal year or such fiscal quarter, as applicable; (c) certifying a list of all Unrestricted Subsidiaries at such time and accompanied, if applicable, by unaudited reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries with respect to the Required Financial Statements; and (d) during any Covenant Compliance Period, setting forth computations in reasonable detail necessary for determining compliance by the Company with the provisions of Section 6.10 for the most recent period of four consecutive fiscal quarters as of the close of such fiscal year or fiscal quarter, as applicable; (4) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other publicly available reports, 10-Q and 8-K proxy statements and, to the extent requested by the Administrative Agent, other materials publicly filed by it Holdings, the Company or any Restricted Subsidiary with the SEC; (5) within 90 days following the end of each full fiscal year (starting with the fiscal year ending December 31, or any Governmental Authority succeeding to any 2023), a consolidated annual budget for such fiscal year in the form customarily prepared by the Company (the “Budget”), which Budget will in each case be accompanied by the statement of or all the functions a Financial Officer of the SEC, or, in the case Company on behalf of the Company, copies Company to the effect that the Budget is based on assumptions believed by the Company to be reasonable as of all reports distributed to its shareholders, as the case may be; anddate of delivery thereof; (e6) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company or any Restricted Subsidiary, in each case, as any Lender shall the Administrative Agent may reasonably request through (for itself or on behalf of any Lender); (7) [reserved]; and (8) on or before fifteen (15) Business Days after the Administrative Agent. Information end of each calendar month (or, solely in the case of the first three calendar months for which a Borrowing Base Certificate is required to be delivered following the Closing Date, twenty (20) Business Days after the end of such month), a Borrowing Base Certificate, with such supporting materials as the Administrative Agent may reasonably request, prepared as of the close of business on the last Business Day of the previous month then ended; provided that, (i) the Company may elect to deliver the Borrowing Base Certificate on a more frequent basis (but if such election is exercised it must be continued until the date that is 60 days after the date of such election with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Company for that period), (ii) the Borrowing Base Certificate delivered in respect of the final calendar month (or week, as the case may be) of each fiscal quarter of the Company shall certify what level of the Applicable Margin shall be applicable for the succeeding fiscal quarter if the Company has not delivered an Officer’s Certificate to the Administrative Agent after the end of such fiscal quarter containing such a certification, (iii) the Company may deliver to the Administrative Agent a Borrowing Base Certificate at any such other times as may be agreed between the Company and the Administrative Agent (it being understood that in the event any Borrowing Base Certificate delivered to the Administrative Agent pursuant to this Section 5.03 Agreement in connection with any Permitted Investment, any termination of a Subsidiary Borrower, any disposition or any designation of a Restricted Subsidiary as an Unrestricted Subsidiary is required to calculate the Borrowing Base on a Pro Forma Basis, the Borrowing Base shall be deemed determined by reference to have been distributed to such Borrowing Base Certificate delivered substantially concurrently with the Lenders consummation of such acquisition or other Investment, termination, disposition or designation, as applicable), (iv) at any time a Liquidity Condition or a Designated Event of Default has occurred and is continuing, Borrowing Base Certificates shall instead be delivered on or before the following Wednesday following the end of each calendar week (or if such informationWednesday is not a Business Day, the next Business Day), prepared as of the close of business on the last Business Day of the previous week then ended and (v) concurrently with (a) any designation of any Subsidiary as an Unrestricted Subsidiary, (b) (A) any Subsidiary Borrower ceasing to be a Subsidiary Borrower or one (B) any other Loan Party ceasing to be a Loan Party and (c) any sale, transfer or more annual or quarterly reports containing such informationdisposition outside the ordinary course of business of any ABL Priority Collateral included in the most recently delivered Borrowing Base Certificate in excess of 10% of the Borrowing Base, the Company shall have been posted by deliver to the Administrative Agent on an IntraLinks updated Borrowing Base Certificate calculating and certifying the Borrowing Base and Availability as of the date of such designation, cessation or similar site disposition, which calculation shall give Pro Forma effect to which the Lenders have been granted access such designation, cessation or disposition as if effected immediately prior to such date (and Availability shall be available greater than zero). Anything to the contrary notwithstanding, the obligations in clauses (1) and (2) of this Section 5.04 may be satisfied with respect to financial information of Holdings and its Restricted Subsidiaries by furnishing (1) the applicable financial statements of Holdings or (2) Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC. The obligations in clauses (1) and (2) of this Section 5.04 may be satisfied by delivery of financial information of Holdings and its Subsidiaries so long as such financial statements include a reasonably detailed presentation, either on the website face of the Securities financial statements or in the footnotes thereto, of the financial condition and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (results of operations of Holdings and a confirming electronic correspondence shall have been delivered or caused to be delivered to its Subsidiaries separate from the Lenders providing notice financial condition and results of such posting or availability)operations of the Unrestricted Subsidiaries of the Company. Information Documents required to be delivered pursuant to this Section 5.03 5.04 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentelectronically in accordance with Section 10.01(5).

Financial Statements, Reports, etc. In the case of the CompanyIBM, furnish to the Administrative Agent for distribution to each Lenderthe Lenders: (a) as soon as available and in any event within 90 days after the end of each fiscal year, its copies of the report filed by IBM with the SEC on Form 10-K in respect of such fiscal year, each accompanied by IBM’s annual report in respect of such fiscal year or, if IBM is not required to file such a report in respect of such fiscal year, the consolidated balance sheet statements of financial position and the related consolidated statements of income and earnings, cash flows showing its consolidated financial condition and stockholders’ equity of IBM and the Subsidiaries, as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP PricewaterhouseCoopers or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its the financial condition and position, results of operations on a consolidated basis operations, cash flows and changes in stockholders’ equity of IBM and the Subsidiaries, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) as soon as available and in any event within 45 50 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year, its consolidated balance sheet and related copies of the unaudited quarterly reports filed by IBM with the SEC on Form 10-Q in respect of such quarterly period, or if IBM is not required to file such a report in respect of such quarterly period, the unaudited consolidated statements of incomefinancial position and related unaudited consolidated statements of earnings, cash flow flows and stockholders’ equityequity of IBM and the Subsidiaries, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal yearquarter, all certified by one a Responsible Officer of its Financial Officers IBM as fairly presenting its the financial condition and position, results of operations on a consolidated basis operations, cash flows and changes in stockholders’ equity of IBM and the Subsidiaries, in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may which are not expected to be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)material in amount; (c) concurrently with any delivery of financial statements under by IBM described in paragraph (a) or (b) aboveabove (whether contained in a report filed with the SEC or otherwise), a certificate of a Financial Responsible Officer (i) certifying that, to of IBM substantially in the best form of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06Schedule 6.2(c); (d) promptly after the same become publicly available, copies of (i) all financial statements, notices, reports and proxy materials distributed to stockholders of IBM and (ii) all reports on forms Form 10-K, 10-Q and 8-K (or their equivalents) filed by it IBM with the SEC, SEC (or with any Governmental Authority succeeding to any of or all of the functions of the SEC, or, in ) pursuant to the case periodic reporting requirements of the Company, copies Securities Exchange Act of all reports distributed to its shareholders1934, as amended, and the case may berules and regulations promulgated thereunder; andprovided, that documents required to be furnished under this paragraph (d) shall be deemed furnished when made available via the ▇▇▇▇▇ (or any successor) system of the SEC; (e) promptly, from time to time, such other publicly available documents and information regarding the operations, business affairs and financial condition of IBM, any Significant Subsidiary or any Subsidiary Borrower, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall reasonably request (through the Administrative Agent) may reasonably request; and (f) within ten Business Days after the occurrence thereof, written notice of any change in Status; provided that the failure to provide such notice shall not delay or otherwise affect any change in the Applicable Eurodollar Margin or other amount payable hereunder which is to occur upon a change in Status pursuant to the terms of this Agreement. Information required With respect to be delivered the documents referred to in paragraphs (a) through (e) above, IBM shall furnish such number of copies as the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to or the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site reasonably require for distribution to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇their personnel in connection with this Agreement.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Borrower shall furnish to Agent the Administrative following, each in such form and such detail as Agent for distribution to each Lenderor the Required Lenders shall reasonably request: (ai) within 90 As soon as available and in no event later than fifty-five (55) days after the end last day of each fiscal quarter of FIL, a copy of the Financial Statements of FIL and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year to date, certified by the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of FIL to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year, its consolidated balance sheet -end audit adjustments); (ii) As soon as available and the related consolidated statements of income and cash flows showing its consolidated financial condition as of in no event later than one hundred (100) days after the close of such each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL (prepared on a consolidated and the consolidated results of its operations during consolidating basis) for such year, all audited by Deloitte & Touche LLP or another independent registered certified public accounting firm accountants of recognized national standing selected by reasonably acceptable to Agent, (B) copies of the Company and accompanied by an opinion of such accountants unqualified opinions (without or qualified opinions (other than a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit) reasonably acceptable to Agent) of such accountants and (C) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the effect that such consolidated financial statements fairly present its financial condition nature thereof; (iii) Contemporaneously with the quarterly and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied year-end Financial Statements required by the delivery pursuant foregoing clauses (i) and (ii), a compliance certificate of the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of Borrower (a “Compliance Certificate”) that (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to paragraph the nature thereof and what action Borrower proposes to take with respect thereto, and (dB) below sets forth, for the quarter or year covered by such Financial Statements or as of an annual report on Form the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03; (iv) As soon as possible and in no event later than five (5) Business Days after any officer of Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual or threatened litigation or suits against FIL, Borrower or any of FIL’s Subsidiaries involving potential monetary damages payable by FIL, Borrower or any of FIL’s Subsidiaries of (x) Ten Million Dollars ($10,000,000) or more alone or (y) Twenty Million Dollars ($20,000,000) or more in the aggregate, (C) any other event or condition which is reasonably and substantially likely (alone or in the aggregate) to have a Material Adverse Effect, (D) any Default or (E) any event of the type described in Subparagraph 6.01(f) or (g) with respect to any Subsidiary, so long as such Subsidiary is determined at the time of such event to be a Significant Subsidiary, the statement of the chief executive officer, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of such Borrower setting forth details of such event, condition or Default and the action which FIL and Borrower propose to take with respect thereto; (v) As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by FIL, Borrower or any of FIL’s Subsidiaries with the United States Securities and Exchange Commission (including all 10-Q, 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed reports) and (B) all reports, proxy statements and financial statements sent or made available by it with the SECFIL, Borrower or any Governmental Authority succeeding of FIL’s Subsidiaries to any its security holders; (vi) As soon as possible and in no event later than (A) fifty-five (55) days after the last day of each fiscal quarter (or all the functions of the SEC, or, one hundred (100) days in the case of the Companylast fiscal quarter of each fiscal year), copies written notice of all reports distributed to any new Significant Subsidiary acquired or established during such quarter or any other change in the information set forth in Schedule 4.01(o) during such quarter and (B) ten (10) days after the date that any entity becomes a Material Subsidiary, written notice setting forth each Subsidiary of FIL that has become a Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as available and in no event later than five (5) Business Days after Borrower changes its shareholderslegal name or the address of its chief executive office, as the case may bewritten notice setting forth Borrower’s new legal name and/or new address; and (eviii) promptlySuch other instruments, from time to timeagreements, such other certificates, opinions, statements, documents and information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered relating to the Administrative operations or condition (financial or otherwise) of FIL, Borrower or FIL’s Subsidiaries, and compliance by Borrower with the terms of this Agreement and the other Credit Documents as Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, on behalf of itself or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Lenders may from time to time reasonably request. In lieu of furnishing to Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website hard copies of the Securities quarterly Financial Statements described in clause (i) above and Exchange Commission the annual Financial Statements and auditor’s report described in clauses (ii)(A) and (ii)(B) above and the other documents referred to in clause (v) above, FIL may make such documents available to Lenders by posting such documents on its website located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and through the United States Securities and Exchange Commission’s ▇▇▇▇▇ system (and a confirming electronic correspondence “▇▇▇▇▇”) or by transmitting such documents electronically to Lenders. Agent shall have been delivered or caused provide to be delivered to the Lenders providing notice any Lender hard copies of such posting documents upon request if such Lender does not have access to FIL’s website or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent▇▇▇▇▇.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution to each LenderAgent: (a) within 90 100 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income operations, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche BDO ▇▇▇▇▇▇▇ LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of incomeoperations, stockholders' equity and cash flow flows showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of a the accounting firm (in the case of delivery under clause (a) above) or Financial Officer (iin the case of delivery under clause (b) above) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to the best knowledge of such Financial Officer’s knowledgethe signer, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth reasonably detailed attaching calculations demonstrating showing compliance with Section 6.066.13 as of the end of such fiscal period; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any of or all of the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; (e) as soon as available, and in any event no later than 100 days after the end of each fiscal year, commencing with the fiscal year ending December 28, 1996, forecasted financial projections for the Borrower through the end of the then-current fiscal year (including a description of the underlying assumptions and management's discussion of historical results), all certified by a Financial Officer of the Borrower to be a good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; and (ef) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the CompanyHoldings and Borrower, furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 120 days after the end of each fiscal yearyear of the Borrower (or, for the first fiscal year ending December 31, 2014, no later than October 31, 2015) after the end of each fiscal year of the Borrower, its consolidated balance sheet and the related consolidated statements of income income, stockholders’ equity and cash flows showing the financial condition of Holdings, the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of Holdings and such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year of the Borrower (but for comparative figures for any immediately preceding fiscal year occurring in 2013 or earlier, such comparative figures do not need to include Holdings), all audited by Deloitte & Touche ▇▇▇▇ ▇▇▇▇▇ LLP or another other independent registered public accounting firm accountants of recognized national standing selected by reasonably acceptable to the Company Administrative Agent (it being understood and agreed that the “Big Four” accounting firms are acceptable to the Administrative Agent) and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, except as related solely to the maturity of any of the Loans (or any loans from a Permitted Refinancing of any of the Loans) during the immediately succeeding twelve-month period) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and results of operations of Holdings, the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied or such other accounting principles as consented to by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)Administrative Agent; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower (or for the fiscal quarters ending March 31, 2015 and June 30, 2015, no later than October 31, 2015) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending September 30, 2013), its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equityequity and cash flows showing the financial condition of Holdings, showing the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of Holdings and such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal yearyear of the Borrower, together with the comparative figures for the same periods in the immediately preceding fiscal year of the Borrower (but for comparative figures for any immediately preceding fiscal quarter occurring in the fiscal quarter ending September 30, 2013 or earlier, such comparative figures do not need to include Holdings), all certified by one of its the Financial Officers of Holdings or the Borrower, as the case may be, as fairly presenting its the financial condition and results of operations of Holdings, the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP or such other accounting principles as consented to by the Administrative Agent, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a the Financial Officer of the Borrower (a “Compliance Certificate”) (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail, together with supporting calculations, demonstrating compliance (or noncompliance) with the covenant contained in Section 6.066.10; (di) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (A) a list of any Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office acquired since the last such list delivered pursuant to this Section 5.04(d) (or since the Closing Date, in the case of the first such list delivered after the Closing Date); and (B) an updated Schedule 3.28(a) (if necessary); and (ii) concurrently with any delivery of financial statements under paragraph (a) above, a list of any Intellectual Property registered in countries other than the United States; (e) within 30 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year presented on a quarter by quarter basis; (f) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SECsecurities exchange, or, in the case of the Company, copies of all reports or distributed to its shareholders generally in their capacity as shareholders, as the case may be; (g) promptly after the receipt thereof by Holdings, the Borrower or any of their Subsidiaries, a copy of any final “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (ei) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary (including for purposes of obtaining and maintaining credit ratings in respect of the Borrower), or compliance with the terms of any Loan Document, in each case, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇may reasonably request in writing.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Borrower will furnish to the Administrative Paying Agent for distribution to each Lenderthe Lenders: (a) within 90 promptly after the filing or sending thereof and in any event not later than (i) 105 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as a copy of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual Borrower's report on Form 10-K containing which the foregoing)Borrower files with the SEC for such year and (ii) 15 days after being sent to its public security holders, a copy of the Borrower's annual report; (b) promptly after the filing thereof, and in any event within 45 60 days after the end of each of the first three fiscal quarters of during each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly Borrower's report on Form 10-Q containing which the foregoing)Borrower files with the SEC for such quarter; (c) concurrently with any delivery of financial statements information under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred occurred, or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth reasonably detailed calculations computations demonstrating that the Borrower is in compliance with Section 6.06Sections 6.01, 6.02 and 6.03; (d) promptly after the same become publicly available, copies of all other reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlypromptly after the same become publicly available, notice that either or both of the ratings in respect of the Index Debt or the Short-Term Debt have changed from time the immediately preceding ratings previously reported to time, such other information as any Lender shall reasonably request through the Administrative AgentPaying Agent by the Borrower. Information Reports required to be delivered to the Administrative Agent pursuant to subsections (a), (b) and (d) of this Section 5.03 5.02 shall be deemed to have been distributed to delivered on the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent date on an IntraLinks or similar site to which the Lenders have been granted access or shall be available Borrower posts such reports on the Borrower's website of on the Securities and Exchange Commission Internet at ▇▇▇▇://▇the website address listed on the signature pages hereof or when such report is posted on the SEC's website at w▇▇.▇▇▇.▇▇▇ ▇; provided that the Borrower shall deliver paper copies of the reports referred to in subsections (a), (b) and a confirming electronic correspondence (d) of this Section 5.02 to any Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by such Agent or such Lender; provided further, that in every instance the Borrower shall have been delivered or caused to be delivered provide paper copies of the certificate required by subsection (c) and the notice required by subsection (e) to the Paying Agent and each of the Lenders providing until such time as the Paying Agent shall provide the Borrower written notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentotherwise.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution to each LenderInvestor: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year, its commencing with the year ended December 31, 2010, a consolidated balance sheet and the related consolidated statements of income and operations, cash flows and owners’ equity showing its consolidated the financial condition position of the Transaction Parties as of the close of such fiscal year and the consolidated results of its their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by accountants reasonably acceptable to the Company Investor and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its present, in all material respects, the financial condition position and results of operations of the Transaction Parties on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) commencing with the quarter ended June 30, 2010, as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, its a consolidated balance sheet and related consolidated statements of income, operations and cash flow and stockholders’ equity, flows showing its consolidated the financial condition position of the Transaction Parties as of the close of such fiscal quarter and the consolidated results of its their operations during such fiscal quarter and the then then-elapsed portion of the year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all certified by one the chief financial officer of its Financial Officers the Company, as fairly presenting its presenting, in all material respects, the financial condition position and results of operations of the Transaction Parties on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) (x) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.04, a certificate of a Financial Officer the chief financial officer of the Company (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) commencing with the fiscal period ending June 30, 2010, setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Investor demonstrating compliance with the covenants contained in Sections 6.10 and 6.11, and (y) concurrently with any delivery of financial statements under paragraph (a) of this Section 6.065.04, a certificate of the accounting firm opining on or certifying such statements stating whether such accounting firm obtained knowledge during the course of its examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it concurrently with the SEC, or any Governmental Authority succeeding delivery of the following documents to any of or all the functions of the SEC, or, in the case stockholder of the Company, copies of all reports and other materials distributed to its shareholdersthe stockholders of the Company; (e) if, as a result of any change in accounting principles and policies from those as in effect on the case may beEffective Date, the consolidated financial statements of the Transaction Parties delivered pursuant to paragraph (a) or (b) of this Section 5.04 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraphs (a) and (b) of this Section 5.04 following such change, a schedule prepared by the chief financial officer of the Company reconciling such changes to what the financial statements would have been without such changes; (f) within forty-five (45) days after the beginning of each fiscal year, an operating and capital expenditure budget, in form satisfactory to the Investor prepared by the Company for each of the four (4) quarters of such fiscal year prepared in reasonable detail, of the Transaction Parties, accompanied by the statement of the chief financial officer of the Company to the effect that, to his knowledge, the budget is a reasonable estimate for the period covered thereby; (g) upon the reasonable request of the Investor but in any event not later than thirty (30) days (or, if an Event of Default shall have occurred and be continuing, promptly) following such request, updated Perfection Certificates (or, to the extent such request relates to specified information contained in the Perfection Certificates, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (g) or Section 5.10(b); (h) promptly after the occurrence thereof, notice of any material change to or amendment or supplement of any agreement relating to (i) the purchase or sale of any minerals, (ii) the mining of any minerals by any contract miner, or (iii) any Mining Lease; (i) promptly, a copy of all reports submitted to the Board of Directors (or any committee thereof) of any Transaction Party valuing the mineral reserves owned or controlled by such Transaction Party; and (ej) promptly, from time to time, such other information regarding the operations (including as any Lender shall reasonably request through to mineral reserves), business affairs and financial condition of the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such informationTransaction Parties, or one compliance with the terms of any Transaction Document, or more annual or quarterly reports containing such informationfinancial statements, shall have been posted by as in each case the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Investor may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Company shall furnish to the Administrative Agent for distribution to each LenderPurchaser: (a) within 90 ninety (90) days after the end of each fiscal yearyear of the Company, its a consolidated balance sheet of the Company and its Subsidiaries, as of the end of such fiscal year and the related consolidated statements of income and cash flows showing its consolidated financial condition as of for the close of such fiscal year then ended, prepared in accordance with GAAP and the consolidated results certified by a firm of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion Board of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to Directors of the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)Company; (b) within 45 forty five (45) days after the end of each of the first three fiscal quarters of quarter in each fiscal year, its a consolidated balance sheet of the Company and its Subsidiaries, and the related consolidated statements of incomeincome unaudited but prepared in accordance with GAAP and certified by the Chief Financial Officer of the Company, cash flow and stockholders’ equity, showing its such consolidated financial condition balance sheet to be as of the close end of such fiscal quarter and the such consolidated results statements of its operations during income to be for such fiscal quarter and for the then elapsed portion period from the beginning of the fiscal year, all certified by one year to the end of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)such fiscal quarter; (c) concurrently with promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the type described in Section 4.12 of this Agreement that could materially adversely affect the Company or any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred orits subsidiaries, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06any; (d) promptly after upon sending, making available or filing the same become publicly availablesame, copies of all press releases, reports on forms 10-K, 10-Q and 8-K filed by it financial statements that the Company sends or makes available to its stockholders or directors or files with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may beCommission; and (e) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company and its Subsidiaries as any Lender shall such Purchaser reasonably request through may request. Notwithstanding this Section 6.4, so long as the Administrative Agent. Information Company is required to be delivered make filings pursuant to the Administrative Agent pursuant to this Section 5.03 Exchange Act and makes such filings in a timely manner, the Company shall be deemed to have been distributed furnished to the Lenders if such information, or one or more annual or quarterly Purchasers the financial statements and other reports containing such information, shall have been posted required by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent6.4.

Financial Statements, Reports, etc. In the case of the Company, The Borrower shall furnish to the Administrative Agent for distribution the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within Within 90 days after the end of each fiscal year, year its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 Within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoing)SEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly Promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, SEC or any Governmental Authority succeeding to any of or all the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence ▇; provided that the Borrower shall have been delivered or caused to be delivered deliver paper copies of such information to the Lenders providing notice of Administrative Agent for delivery to any Lender that requests such posting or availability)delivery. Information required to be delivered pursuant to this Section 5.03 may also 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures approved by the Administrative Agentset forth in Section 9.03.

Financial Statements, Reports, etc. In the case of the Company, Howmet shall furnish to the Administrative Agent for distribution the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within Within 90 days after the end of each fiscal year, year its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 Within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoing)SEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly Promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, SEC or any Governmental Authority succeeding to any of or all the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission SEC at h▇▇▇▇://://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been is delivered or caused to be delivered by Howmet to the Lenders Administrative Agent providing notice of such posting or availability); provided that Howmet shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.03 may also 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures approved by the Administrative Agentset forth in Section 9.03.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (which will promptly furnish such information to the Lenders) or, as applicable, to the Lender Advisors (other than any local counsel) (in each Lendercase, subject to extension to such later time as agreed to in writing by the Lender Advisors (other than any local counsel) (including via email)): (1) As soon as available, and in any event within thirty (30) days following the end of each fiscal month (commencing with the fiscal month ending May 31, 2023) and in each case in a manner consistent with the Debtors’ existing internal monthly reporting practices: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income income, stockholders’ equity and cash flows showing its consolidated financial condition for Holdings and the Subsidiaries, as of the close end of and for such fiscal year month and the consolidated results elapsed portion of its operations during such the fiscal year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after a report setting forth, for the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet most recently ended calendar month and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one a computation of its Financial Officers as fairly presenting its financial condition adjusted EBITDA of the Loan Parties and results of operations on their Subsidiaries determined in a consolidated basis in accordance manner consistent with GAAP, subject to normal year-end audit adjustments past practice (it being agreed that adjusted EBITDA computed in accordance with the requirements definition of EBITDA in the Prepetition Term Loan Credit Agreement shall satisfy this paragraph may be satisfied by provision) (the delivery applicable financial statements delivered pursuant to paragraph this clause (d1) below of a quarterly report on Form 10-Q containing being the foregoing“Monthly Financial Statements” and also referred to as the “Required Financial Statements”); (c2) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveRequired Financial Statements, a certificate of a Financial Officer (i) of the Company certifying that, to the best of such Financial Officer’s knowledge, that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred or, if such an Event of Default or Default has occurredand is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d3) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.[reserved];

Financial Statements, Reports, etc. In the case of the Company, Lessee shall furnish to Agent, with sufficient copies for Lessor and each Participant (other than Novellus), the Administrative Agent for distribution to following, each Lenderin such form and such detail as Agent, Lessor or the Required Participants shall reasonably request: (ai) within 90 As soon as available and in no event later than fifty (50) days after the end last day of each fiscal quarter of Lessee (other than the last quarter in any fiscal year), its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as a copy of the close Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year and the consolidated results of its operations during such yearto date, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected certified by the Company and accompanied by an opinion president or chief financial officer of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as Lessee to present fairly the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and condition, results of operations on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingadjustments); (cii) concurrently As soon as available and in no event later than one hundred (100) days after the close of each fiscal year of Lessee, (A) copies of the audited Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such year, prepared by Ernst & Young or by other independent certified public accountants of recognized national standing acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Required Participants) and management letters delivered by such accountants in connection with all such Financial Statements and (C) certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any delivery Default which has occurred and is continuing, or if, in the opinion of financial statements under paragraph (a) or (b) abovesuch accountants, a certificate of Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Officer Statements required by the foregoing clauses (i) certifying thatand (ii), to a compliance certificate of the best president or chief financial officer of such Financial Officer’s knowledge, Lessee which (A) states that no Event of Default or Default has occurred and is continuing, or, if any such an Default has occurred and is (iv) As soon as possible and in no event later than five (5) Business Days after any Senior Officer of Lessee knows of the occurrence or existence of (A) any Reportable Event (excluding any Reportable Event for which the provision of Default a 30-day notice to the PBGC has been waived by regulation) under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against Lessee or any of its Subsidiaries involving potential monetary damages payable by Lessee or its Subsidiaries of $10,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the president or chief financial officer of Lessee setting forth details of such event, condition or Default has occurred, specifying and the nature and extent thereof and any corrective action taken or proposed which Lessee proposes to be taken take with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (dv) promptly As soon as available and in no event later than five (5) Business Days after the same become publicly availablethey are sent, made available or filed, copies of (A) all registration statements and reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, Lessee or any Governmental Authority succeeding to of its Subsidiaries with any of securities exchange or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (including, without limitation, all 10-Q, 10-K and a confirming electronic correspondence shall have been delivered 8-Q reports); (B) all reports, proxy statements and financial statements sent or caused made available by Lessee or any of its Subsidiaries to be delivered its security holders; and (C) all press releases and other similar public concerning any material developments in the business of Lessee or any of its Subsidiaries made available by Lessee or any of its Subsidiaries to the Lenders providing public generally; (vi) As soon as available and in no event later than ten (10) days before the first day of each fiscal year of Lessee, the consolidated plan and forecast of Lessee and its Subsidiaries for such fiscal year, including quarterly cash flow projections and quarterly projections of Lessee's compliance with each of the covenants set forth in Paragraph 5.03; (vii) As soon as possible and in no event later than (A) ten (10) days prior to the acquisition by Lessee or any of its Subsidiaries of any new Subsidiary or all or substantially all of the assets of any other Person, written notice thereof; and (viii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of such posting Lessee or availability). Information required its Subsidiaries, and compliance by Lessee with the terms of this Agreement and the other Operative Documents as Lessor or Agent may from time to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agenttime reasonably request.

Financial Statements, Reports, etc. In the case of the CompanyLoan Parties, furnish to the Administrative Paying Agent for distribution to and each Lender: (a) as soon as available and in any event within 90 120 days after the end of each fiscal year, its a consolidated balance sheet and the related consolidated statements statement of income and retained earnings and cash flows showing its consolidated the financial condition (in the case of persons organized in the United States) or financial position (in the case of all other persons) of each of (i) PGH and its subsidiaries, (ii) the Borrower and its subsidiaries, (iii) Powercoal and its subsidiaries, (iv) prior to the Peabody Transfer, Peabody Holding and its subsidiaries, (v) PALLC and its subsidiaries and (vi) PA and its subsidiaries as of the close of and during such fiscal year and the consolidated results of its operations during such year, all in each case audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing selected by in the Company United States, the United Kingdom or Australia, as applicable, and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its (in the case of persons organized in the United States), or present a true and fair view of (in the case of all other persons), the financial condition or financial position, as applicable, and results of operations of (A) PGH and its subsidiaries, (B) the Borrower and its subsidiaries, (C) Powercoal and its subsidiaries, (D) Peabody Holding and its subsidiaries, (E) PALLC and its subsidiaries and (F) PA and its subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently applied (it being agreed that except as otherwise disclosed in the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoingnotes thereto); (b) within 45 75 days after the end of the first fiscal quarter ending after the initial Acquisition Borrowing and within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear thereafter (provided that prior to such date, PGH and the Borrower shall furnish to the Paying Agent and each Lender any information made publicly available relating to PGH and its subsidiaries), a consolidated balance sheet and related consolidated statements statement of income, income and retained earnings and cash flow and stockholders’ equity, flows showing its consolidated the financial condition or financial position, as applicable, of each of (i) PGH and its subsidiaries, (ii) the Borrower and its subsidiaries, (iii) Powercoal and its subsidiaries, (iv) prior to the Peabody Transfer, Peabody Holding and its subsidiaries, (v) PALLC and its subsidiaries and (vi) PA and its subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all in each case certified by one a Financial Officer of its Financial Officers each such person as fairly presenting, or presenting its a true and fair view of, as applicable, the financial condition or financial position, as applicable, and results of operations of (A) PGH and its subsidiaries, (B) the Borrower and its subsidiaries, (C) Powercoal and its subsidiaries, (D) Peabody Holding and its subsidiaries, (E) PALLC and its subsidiaries and (F) PA and its subsidiaries, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied (except as otherwise disclosed in the certificate of a Financial Officer and except for the absence of footnote disclosure), subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with as soon as available and in any delivery event within 120 days after the end of financial statements under paragraph (a) or (b) aboveeach fiscal year, a certificate an unaudited consolidating balance sheet and related statement of a Financial Officer income for each of (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature PGH and extent thereof and any corrective action taken or proposed to be taken with respect thereto its subsidiaries and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q Borrower and 8-K filed by it with its subsidiaries for the SEC, or any Governmental Authority succeeding to any of or all the functions four quarter period ending as of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice close of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.fiscal year;

Financial Statements, Reports, etc. In the case of the Company, Borrower shall furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and the related consolidated statements of income and cash flows changes in financial position, showing the financial condition of the Borrower and its consolidated financial condition subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year, all audited by Deloitte & Touche LLP or another an independent registered public accounting firm accountant of recognized national standing selected by acceptable to the Company Lender and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearquarter, its consolidated balance sheet sheets and related consolidated statements of incomeincome and its statements of changes in financial position, cash flow all such statements showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearquarter, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements and omission of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)notes; (c) concurrently with any delivery of the quarterly or year-end financial statements under paragraph (a) or (b) above, a certificate (substantially in the form attached hereto as Exhibit D) of a the Financial Officer opining on or certifying as follows: (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Lender demonstrating compliance with Section 6.06the covenants contained in Sections 6.8 through 6.12, inclusive; (d) promptly after the same become publicly available, if applicable, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as regarding the operations, business affairs and financial condition of the Borrower or any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such informationsubsidiary, or one or more annual or quarterly reports containing such informationcompliance with the terms of any Loan Document, shall have been posted by as the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Alcoa shall furnish to the Administrative Agent the following, with sufficient copies for distribution the Administrative Agent to provide a copy to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP and (it being agreed that ii) the requirements balance sheet and related statements of this paragraph may be satisfied by the delivery income of each of its Subsidiaries which has been designated pursuant to paragraph (dSection 10.04(i) below as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of an annual report on Form 10-K containing the foregoing)such Subsidiary; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoingSecurities and Exchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under paragraph (a) or above and promptly at the request of the Administrative Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, Securities and Exchange Commission or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Borrower shall furnish to the Administrative Agent for distribution (and Agent shall promptly thereupon furnish to each LenderBank) the following, each in such form and such detail as Agent or the Required Banks shall reasonably request: (ai) within 90 As soon as available and in no event later than forty-five (45) days after the end last day of each fiscal yearquarter, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as a copy of the close Financial Statements of Borrower (prepared on a consolidated and consolidating basis) for such month and for the fiscal year and the consolidated results of its operations during such yearto date, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected certified by the Company and accompanied by an opinion Chief Financial Officer of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as Borrower to present fairly the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and condition, results of operations on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingadjustments); (cii) concurrently At all times during which the Obligations of Borrower are secured by the Collateral pledged pursuant to the Security Agreement, as soon as available and in no event later than thirty (30) days after the last day of each month, a summary aging of Borrower's and its Subsidiaries' consolidated accounts receivable as of the most recent month end, certified by the Vice President Finance of Borrower to present fairly the aging of such accounts receivable reflected therein; (iii) As soon as available and in no event later than one hundred twenty (120) days after the close of each fiscal year of Borrower, (A) copies of the audited Financial Statements of Borrower and its Subsidiaries (prepared on a consolidated and consolidating basis) for such year, prepared by independent certified public accountants of recognized national standing acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Agent) and management letters delivered by such accountants in connection with all such Financial Statements and (C) certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any delivery Default which has occurred and is continuing, or if, in the opinion of financial statements under paragraph such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (aiv) or Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (bii) aboveand (iii), a certificate of a Financial Officer (i) certifying thatan executive officer of Borrower in the form of Exhibit F, appropriately completed, together with such financial computations as Agent may reasonably request to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating determine compliance with Section 6.06the terms of this Agreement (a "Compliance Certificate"); (dv) promptly As soon as possible and in no event later than five (5) Business Days after any officer of Borrower knows of the same become publicly availableoccurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against Borrower or any of its Subsidiaries involving potential monetary damages payable by Borrower or its Subsidiaries of $1,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the president or chief financial officer of Borrower setting forth details of such event, condition or Default and the action which Borrower proposes to take with respect thereto; (vi) If requested, copies of all reports on forms 10-KBorrower's and its Subsidiaries' federal income tax returns, 10-Q and 8-K filed if requested by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the CompanyAgent, copies of all reports distributed any extensions with respect to its shareholders, as the case may befiling thereof; and (evii) promptlySuch other certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of Borrower or any of its Subsidiaries, and compliance by Borrower with the terms of this Agreement and the other Credit Documents as any Bank Party through Agent may from time to time, such other information as any Lender shall time reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, Howmet shall furnish to the Administrative Agent for distribution the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within Within 90 days after the end of each fiscal year, year its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 Within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoing)SEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly Promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, SEC or any Governmental Authority succeeding to any of or all the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission SEC at h▇▇▇▇://://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence ▇; provided that Howmet shall have been delivered or caused to be delivered deliver paper copies of such information to the Lenders providing notice of Administrative Agent for delivery to any Lender that requests such posting or availability)delivery. Information required to be delivered pursuant to this Section 5.03 may also 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures approved by the Administrative Agentset forth in Section 9.03.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of an annual report on Form 10-K containing the foregoing); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, income and cash flow and stockholders’ equity, flows showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects its financial condition and results of operations and cash flows on a consolidated basis in accordance with GAAPGAAP or SAP, as applicable, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (iA) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06(1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value and Adjusted Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within 90 days after the end of each fiscal year and, in the case of clause (ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly in all material respects the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, calculations of the financial tests referred to in Sections 5.13 and 5.14. (h) within 180 days after the end of each calendar year (commencing with the calendar year ending December 31, 2022), a Pricing Certificate for such calendar year; provided, that, for any calendar year the Company may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but non-delivery of a Pricing Certificate by the date that is 180 days after the end of such calendar year shall result in the ESG Margin Adjustment and the ESG Fee Adjustment being applied as set forth in clause (c) of Schedule 2.24 in respect of situations where the Pricing Certificate is not so delivered by the end of such period). Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed delivered to the Lenders if on the date on which such information, or one or more annual or quarterly reports containing such information, shall have information has been posted by on the Administrative Agent Company’s website on an IntraLinks the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or similar site to which the Lenders have been granted access or shall be is available on the website of the Securities and Exchange Commission SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such posting or availability)information to any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Company hereby acknowledges that the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the LC Issuer(s) materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”).

Financial Statements, Reports, etc. In the case of the Company, The Borrower shall furnish to the Administrative Agent (for distribution to the Lenders) the following, each Lenderin such form and such detail as the Administrative Agent shall request: (ai) within 90 As soon as available and in no event later than forty-five (45) days after the end last day of each fiscal yearquarter (commencing with the fiscal quarter ending March 31, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as 2021), copies of the close Financial Statements of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants Loan Parties (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations prepared on a consolidated basis basis) for such fiscal quarter and for the fiscal year to date, which Financial Statements shall be accompanied by a management discussion and analysis from management of Holdings, certified by the president, chief executive officer, chief operating officer or chief financial officer of Holdings to present fairly in all material respects the financial condition, results of operations, cash flows and other information reflected therein and to have been prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (cii) concurrently As soon as available and in no event later than ninety (90) days after the close of each fiscal year (commencing with any delivery the fiscal year ending December 31, 2021), copies of financial statements under paragraph the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (aas to the consolidated Financial Statements) and prepared, but unaudited as to consolidating statement of operations and balance sheet, by an independent certified public accountants of recognized national standing or otherwise reasonably acceptable to Administrative Agent, which Financial Statements shall be accompanied by a management discussion and analysis from management of Holdings and copies of the unqualified opinion of such accountants and, to the extent delivered to a Loan Party, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (biii) above, a certificate of a Contemporaneously with the Financial Officer Statements for each fiscal quarter and each fiscal year end required by the foregoing clauses (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating ), a compliance with Section 6.06certificate of the president, chief executive officer, chief operating officer or chief financial officer of the Borrower in substantially the form of Exhibit I (a “Compliance Certificate”); (div) promptly As soon as available, and in any event not later than ninety (90) days after the commencement of each fiscal year (commencing with the 2022 fiscal year), the budget and projected financial statements of the Loan Parties for such fiscal year (detailed on a quarterly basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual or threatened in writing litigation, suits, claims, disputes or investigations against any Loan Party involving stated claims against any Loan Party in excess of $5,000,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Loan Party; (II) any dispute, litigation, investigation, proceeding or suspension between a Loan Party and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Loan Party, including pursuant to any applicable Environmental Laws; or (D) any Default or default under any Subordinated Obligations, a statement of a Responsible Officer of the Borrower setting forth details of such event, condition, Default or default and the action which the Borrower or other applicable Loan Party proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(v) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (vi) Promptly and in no event later than ten (10) Business Days after the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of the Borrower, a Domestic Subsidiary or a First-Tier Foreign Subsidiary, written notice of such event; (vii) As soon as possible and in no event later than five (5) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged in writing or threatened in writing material violation of any Environmental Law, or any material liability of a Loan Party for Environmental Damages; (viii) As soon as possible and in no event later than fifteen (15) Business Days after any Loan Party knows of the termination of a Material Contract (other than expiry in accordance with the terms of such Material Contract), notice of such event that identifies the applicable Material Contract and describes the circumstances related to such termination; (ix) Promptly and in no event later than ten (10) Business Days after the same become publicly are available, copies of all reports on forms 10-Keach annual report, 10-Q proxy or financial statement or other report or communication sent to the stockholders of Holdings, and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all annual, regular, periodic and special reports distributed and registration statements which Holdings may file or be required to its shareholdersfile with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as the or with any national securities exchange, and in any case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information not otherwise required to be delivered to the Administrative Agent pursuant hereto; documents required to be delivered pursuant to this Section 5.03 5.01(a)(ix) (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 distributed to delivered on the Lenders if date (i) on which Holdings posts such informationdocuments, or one provides a link thereto or more annual or quarterly reports containing other direction as to where such informationinformation is posted (provided, shall have been posted by that Holdings gives written notice to the Administrative Agent of such posting on such date, which notice may be receipt of an IntraLinks or similar site automatically generated email link that the Administrative Agent may subscribe to which the Lenders have been granted access or shall be (and available on the website of the Securities and Exchange Commission at at: ▇▇▇▇://▇▇.▇.-▇▇▇.▇▇▇ ▇/); or (ii) on which such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which the Administrative Agent and a confirming electronic correspondence Lenders have access; provided that the Borrower shall have been delivered or caused to be delivered deliver paper copies of such documents to the Lenders providing notice Administrative Agent upon request; (I) Promptly following any change that would result in a change to the status of the Borrower as an excluded “Legal Entity Customer” under the Beneficial Ownership Regulation, the Borrower shall execute and deliver to each Lender a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to such posting Lender and (II) thereafter, promptly and in no event later than five (5) Business Days after any such change or availability)request, as applicable, (A) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the applicable Loan Party qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the applicable Loan Party ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (B) if reasonably requested by the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation; and (xi) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent or any Lender may from time to time reasonably request. Information Financial information required to be delivered pursuant to this Section 5.03 5.01(a)(i) and Section 5.01(a)(ii) (in each case, solely to the extent such financial information is included in materials filed with the SEC or posted on the relevant website, as the case may also be) shall be deemed to have been delivered to the Administrative Agent on the date on which such information has been posted on Holdings’ behalf on SyndTrak Online (or another relevant website identified by electronic communications pursuant the Borrower to procedures approved by the Administrative Agent and reasonably acceptable to the Administrative Agent) or is available via the ▇▇▇▇▇ system of the SEC on the Internet; provided that in each case the Borrower shall (i) notify the Administrative Agent of the posting of any such information, which notice may be receipt of an automatically generated email link that the Administrative Agent may subscribe to (and available at: ▇▇▇▇://▇▇.▇-▇▇▇.▇▇▇/), (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a)(ii), the Borrower separately delivers to the Administrative Agent a report of independent certified public accountants of national recognized standing or otherwise reasonably acceptable to the Administrative Agent in accordance with Section 5.01(a)(ii), and (iii) deliver paper copies of any such documents to the Administrative Agent if the Administrative Agent requests. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income income, changes in stockholders' equity and cash flows flows, showing its consolidated the financial condition of the Company and its Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of its Subsidiaries during such year, all audited by Deloitte & Touche LLP PricewaterhouseCoopers or another other independent registered public accounting firm accountants of recognized national standing selected by acceptable to the Company Required Lenders and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of income, changes in stockholders' equity and cash flow and stockholders’ equityflows, showing its consolidated the financial condition of the Company and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of 70 64 its Subsidiaries during such fiscal quarter and the then elapsed portion of the such fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a the accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with Section 6.06the covenants contained in Sections 6.06 and 6.07; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Borrower will furnish to the Administrative Paying Agent for distribution to each Lenderthe Lenders: (a) within 90 promptly after the filing or sending thereof and in any event not later than (i) 105 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as a copy of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual Borrower's report on Form 10-K containing which the foregoing)Borrower files with the SEC for such year and (ii) 15 days after being sent to its public security holders, a copy of the Borrower's annual report; (b) promptly after the filing thereof, and in any event within 45 60 days after the end of each of the first three fiscal quarters of during each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly Borrower's report on Form 10-Q containing which the foregoing)Borrower files with the SEC for such quarter; (c) concurrently with any delivery of financial statements information under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly after the same become publicly available, copies of all other reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlypromptly after the same become publicly available, notice that either or both of the Public Debt Ratings have changed from time the immediately preceding Public Debt Ratings previously reported to time, such other information as any Lender shall reasonably request through the Administrative AgentPaying Agent by the Borrower. Information Reports required to be delivered to the Administrative Agent pursuant to subsections (a), (b) and (d) of this Section 5.03 5.02 shall be deemed to have been distributed to delivered on the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent date on an IntraLinks or similar site to which the Lenders have been granted access or shall be available Borrower posts such reports on the Borrower's website of on the Securities and Exchange Commission Internet at the website address listed on the signature pages hereof or when such report is posted on the SEC's website at www.sec.gov; provided that the Borrower shall deliver paper copi▇▇ ▇▇▇://▇▇▇.▇▇▇.▇ ▇▇▇ ▇eports referred to in subsections (a), (b) and a confirming electronic correspondence (d) of this Section 5.02 to any Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by such Agent or such Lender and provided further, that in every instance the Borrower shall have been delivered or caused to be delivered provide paper copies of the certificate required by subsection (c) and the notice required by subsection (e) to the Paying Agent and each of the Lenders providing until such time as the Paying Agent shall provide the Borrower written notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentotherwise.

Financial Statements, Reports, etc. In the case of the Company, The Company will furnish to the Administrative Agent for distribution to each Lender:Holders (a) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet and the related consolidated statements of income operations, stockholders' equity and cash flows showing its consolidated the financial condition of the Company, as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another an independent registered public accounting firm accountant of recognized national or regional standing selected by the Company and accompanied by an opinion of such accountants accountant (without a “going concern” or like qualification or exception and without which shall not be qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year, its consolidated and consolidating balance sheet and related consolidated statements of incomeoperations, stockholders' equity and cash flow and stockholders’ equity, flows showing its consolidated the financial condition of the Company, as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers Officer (on behalf of the Company) as fairly presenting its the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) as soon as available and in any event within 45 days after the end of each month (including the last month of the Company's fiscal year), a copy of the monthly financial reports required to be submitted to the Senior Lender pursuant to the Senior Credit Agreement; (d) concurrently with any delivery of financial statements under sub- paragraph (a) or (b) above, a certificate of a the accounting firm or Financial Officer of the Company (ion behalf of the Company) opining on or certifying thatsuch statements (which certificate, when furnished by an accounting firm, may be limited to the best of such Financial Officer’s knowledgeaccounting matters and disclaim responsibility for legal interpretations), certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (de) promptly after prior to fiscal year end, a projection for the next three (3) years and quarterly projections for the coming year in the same become publicly availableformat at the financial statements of the Company; (f) within thirty (30) days after filing, copies of all reports on forms 10-Kperiodic and other material reports, 10-Q proxy statements and 8-K other materials filed by it the Company with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholdersshareholders (exclusive of proprietary information unless (i) the Person that is the source of the information or report is a public company and (ii) such Person would then be required to file such proprietary information with the Securities and Exchange Commission), as the case may be; and; (eg) promptly, from time to time, such other information as any Lender shall reasonably request through regarding the Administrative Agent. Information required to be delivered to operations, business affairs and financial condition of the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such informationCompany, or one or more annual or quarterly reports containing such informationcompliance with the terms of any Investment Document, shall have been posted by as the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Holders may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution Agent, which shall furnish to each Lender: (a) (i) prior to such time as a Qualified Public Offering occurs, within 90 120 days after the end of the fiscal year ending December 31, 2014, and (ii) from and after such time as a Qualified Public Offering occurs, within 120 days after the end of each subsequent fiscal year, its an annual report containing a consolidated and combined (and, with respect to the Consolidated Funds, consolidating) balance sheet and the related consolidated statements of income operations, changes in equity and cash flows showing of the Borrower and its consolidated financial condition subsidiaries as of the close end of such fiscal year and the consolidated results of its operations and the operations of its applicable subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited of which shall be accompanied by Deloitte & Touche a report and an opinion that is unqualified (except as set forth below), and prepared in accordance with GAAP of McGladrey LLP or another other independent registered public accounting firm accountants of national recognized national standing selected by the Company and accompanied by an opinion of such accountants (which opinion shall be without (i) a “going concern” or like qualification or exception and without exception, (ii) any qualification or exception as to the scope of such auditaudit or (iii) any qualification that relates to the treatment of classification of any item and that, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.10) to the effect that such consolidated and combined (and, with respect to the Consolidated Funds, consolidating) financial statements fairly present its the financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that of the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)Borrower and its subsidiaries; (bi) prior to such time as a Qualified Public Offering occurs, within 45 days after the end of the first full fiscal quarter (that is not also the end of a fiscal year ending after the Closing Date, and (ii) from and after such time as a Qualified Public Offering occurs, within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, its the consolidated and combined (and, with respect to the Consolidated Funds, consolidating) balance sheet and related consolidated statements of incomeoperations, changes in equity and cash flow flows of the Borrower and stockholders’ equity, showing its consolidated financial condition subsidiaries as of the close end of such fiscal quarter and the consolidated results of its operations and the operations of its applicable subsidiaries during such fiscal quarter and the then elapsed portion of such fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAPbasis, subject to normal year-year end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower, in the form of Exhibit F, (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail reasonably detailed calculations satisfactory to the Administrative Agent demonstrating compliance with Section 6.06the covenant contained in Sections 6.10, and (iii) setting forth the calculation and uses of the Available Amount (and each of the components thereof) for the fiscal period then ended; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Section 6.10 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail; (e) if (i) as a result of (A) any change in GAAP or (B) any change in any law, rule or regulation or adoption of any law, rule or regulations, in each case applicable to the Borrower or any of its Subsidiaries, the consolidated financial statements of Borrower and the Subsidiaries delivered pursuant to Section 5.04(a) or 5.04(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subsections had no such change or adoption of the type described in the foregoing subclauses (A) and (B) been made and (ii) such change or adoption would have any of the effects described in the last sentence of Section 1.02, then, together with the first delivery of such financial statements after such change or adoption, one or more statements of reconciliation against the financial statements that would have been required to be provided under Section 5.04(a) and 5.04(b) prior to such change or adoption, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders; (f) within 30 days after the beginning of each fiscal year of the Borrower, forecasted profit and loss statements for the Loan Parties prepared on a basis consistent with the Loan Parties’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions, all in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to the Administrative Agent, for such fiscal year, quarter by quarter, certified by a Financial Officer of the Borrower as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby; (g) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it any Obligor or public company with the SEC, or any Governmental Authority succeeding to any of or all of the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or other publicly available materials distributed to its shareholders, as the case may be; (h) promptly after the receipt thereof by the Borrower or any Subsidiary, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s written response thereto; (i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order for the Lenders to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (j) at least three Business Days following the occurrence thereof, written notice of the initial closing with third-party investors of any newly formed Fund or the establishment of any Separately Managed Account; and (ek) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower, any Subsidiary or any Fund or Fund-Related Entity, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender shall reasonably request (through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇) may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Borrower shall furnish to the Administrative Agent (for distribution to the Lenders) the following, each Lenderin such form and such detail as the Administrative Agent shall request: (ai) within 90 As soon as available and in no event later than forty-five (45) days after the end last day of each fiscal yearquarter (commencing with the fiscal quarter ending March 31, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as 2021), copies of the close Financial Statements of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants Loan Parties (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations prepared on a consolidated basis basis) for such fiscal quarter and for the fiscal year to date, which Financial Statements shall be accompanied by a management discussion and analysis from management of Holdings, certified by the president, chief executive officer, chief operating officer or chief financial officer of Holdings to present fairly in all material respects the financial condition, results of operations, cash flows and other information reflected therein and to have been prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes); (it being agreed that ii) As soon as available and in no event later than ninety (90) days after the requirements close of this paragraph may each fiscal year (commencing with the fiscal year ending December 31, 2021), copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) and prepared, but unaudited as to consolidating statement of operations and balance sheet, by an independent certified public accountants of recognized national standing or otherwise reasonably acceptable to Administrative Agent, which Financial Statements shall be satisfied accompanied by a management discussion and analysis from management of Holdings and copies of the unqualified opinion of such accountants and, to the extent delivered to a Loan Party, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each fiscal quarter and each fiscal year end required by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer foregoing clauses (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii), a compliance certificate of the president, chief executive officer, chief operating officer or chief financial officer of the Borrower in substantially the form of Exhibit I (a “Compliance Certificate”); (iv) setting forth reasonably As soon as available, and in any event not later than ninety (90) days after the commencement of each fiscal year (commencing with the 2022 fiscal year), the budget and projected financial statements of the Loan Parties for such fiscal year (detailed calculations demonstrating on a quarterly basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions each of the SECcovenants set forth in Section 5.03 of this Agreement; (v) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, or(B) any actual or threatened in writing litigation, suits, claims, disputes or investigations against any Loan Party involving stated claims against any Loan Party in excess of $5,000,000 or more (alone or in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (eaggregate) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks in which injunctive relief or similar site to relief is sought, which the Lenders relief, if granted, could have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ a Material Adverse Effect, (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.C) any other Material Adverse Effect, including (I) breach or

Financial Statements, Reports, etc. In the case The Company will maintain books of the Companyaccount in accordance with GAAP, keep full and complete financial records and furnish to the Administrative Agent for distribution to each LenderLender the following reports: (ai) within 90 days after the end last day of each fiscal yearyear (or, its consolidated in the event the Company timely files a Form 12b-25 under the Exchange Act, such longer period allowed under Rule 12b-25 of the rules and regulations promulgated under the Exchange Act), a copy of the balance sheet and of the related consolidated Company as at such date, together with statements of income operations, stockholders' equity and cash flows showing its consolidated financial condition as of the close of such Company for the fiscal year then ended, audited and the consolidated results of its operations during such year, all audited certified without qualification by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as reasonably satisfactory to the scope of such audit) Lender (it being acknowledged that Raich Ende ▇▇▇▇▇▇ & Co. LLP, the Company's current independent public accountants, are satisfactory to the effect that such consolidated financial statements fairly present its financial condition Lender for this purpose) and results of operations on a consolidated basis prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)generally accepted accounting principles and practices consistently applied; (bii) within 45 days after the end last day of each of the first three fiscal quarters of each fiscal yearyear (or, its consolidated in the event the Company timely files a Form 12b-25 under the Exchange Act, such longer period allowed under Rule 12b-25 of the rules and regulations promulgated under the Exchange Act), an unaudited balance sheet and related consolidated as at such date, together with statements of incomeoperations, stockholders' equity and cash flow and stockholders’ equity, showing its consolidated financial condition as flows of the close of such Company for the fiscal quarter and the consolidated results of its operations during such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by one setting forth in each case in comparative form the figures for the corresponding period or periods of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal the previous fiscal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (ciii) concurrently with any delivery of monthly financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, in the form delivered to the best Board of such Financial Officer’s knowledge, no Event Directors of Default or Default has occurred or, if such an Event the Company within thirty (30) days following the end of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06month; (div) promptly after the same become publicly available, copies of (A) all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it the Company with the SECCommission or with any national securities exchange, (B) all press releases and (C) any written notices of default, acceleration or enforcement received from holders (or any Governmental Authority succeeding to trustee, agent or other representative therefor) of any of or all the functions indebtedness of the SEC, or, in Company pursuant to the case terms of the documentation governing the same; (v) promptly after the receipt thereof by the Company, copies a copy of all reports distributed to any "management letter" received by any such person from its shareholders, as certified public accountants and the case may bemanagement's response thereto; and (evi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company, or compliance with the terms of any Loan Document, as any the Lender shall may reasonably request through request. Notwithstanding the Administrative Agent. Information required to be delivered provisions of SECTIONS 8.1(C)(I) and (II) above, to the Administrative Agent pursuant to this extent the information required by such Section 5.03 shall be deemed to have been distributed to is included in the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be documents delivered pursuant to this Section 5.03 may also SECTION 8.1(C)(IV), such information need not be separately delivered by electronic communications pursuant to procedures approved by the Administrative AgentSECTION 8.1(C)(I) or (II).

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution to Agents and each Lender: (a) within 90 95 days after the end of each fiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated statements of income and cash flows earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche PriceWaterhouseCoopers LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equityearnings statement, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one year (and each delivery of its Financial Officers as such statements shall be deemed a representation that such statements fairly presenting its present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and Form 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇CNAI.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 105 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income and cash flows flows, showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP PricewaterhouseCoopers LLC or another other independent registered public accounting firm auditors of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) auditors to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied, except as noted therein; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of income, income and cash flow and stockholders’ equityflows, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the such fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)recurring accruals, except as noted therein; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred (including pursuant to the financial covenants contained in Section 6.01, as demonstrated in reasonable detail) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SECSEC (other than reports on Form 8-K which are filed solely for the purpose of filing exhibits), or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; (e) as soon as available, and in any event no later than 30 days after the end of each fiscal quarter ending after the Assumption Effective Date, a list of the Material Subsidiaries in existence on the last Business Day of such quarter; and (ef) promptly, from time to timepromptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with 37 32 the terms of this Agreement, as the Administrative Agent or any Lender shall reasonably request (through the Administrative Agent) may reasonably request. Information Reports and financial statements required to be delivered to the Administrative Agent pursuant to paragraphs (a), (b) and (d) of this Section 5.03 5.02 shall be deemed to have been distributed to delivered on the Lenders if date on which the Borrower posts such informationreports, or one or more annual or quarterly reports containing such informationfinancial statements, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the Borrower's website of on the Securities and Exchange Commission Internet at www.▇▇▇▇://▇.▇▇▇ ▇▇ when such reports, or reports containing such financial statements, are posted on the SEC's website at www.▇▇▇.▇▇▇.; ▇▇▇ ovided that the Borrower shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and a confirming electronic correspondence shall have been delivered or caused to be delivered (d) of this Section 5.02 to the Lenders providing Administrative Agent or any Lender who requests the Borrower to deliver such paper copies until written notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved cease delivering paper copies is given by the Administrative AgentAgent or such Lender.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution to Agents and each Lender: (a) within 90 95 days after the end of each fiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated statements of income and cash flows earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche PriceWaterhouseCoopers LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as with respect to the scope of such auditopinion) to the effect that such consolidated financial statements fairly present its the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equityearnings statement, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one year (and each delivery of its Financial Officers as such statements shall be deemed a representation that such statements fairly presenting its present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06thereto; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and Form 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇CNAI.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution Agent, which shall deliver to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income operations, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing selected by acceptable to the Company Required Lenders and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of incomeoperations, stockholders' equity and cash flow flows showing the financial condition of the Borrower and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of a the accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that, to the best of such Financial Officer’s knowledge, that (x) no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (y) to the knowledge of such accounting firm or Financial Officer, the passage of time will not reveal an Event of Default or a Default and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with Section 6.06the covenants contained in Sections 6.10, 6.11 and 6.12; (d) on or prior to each date of delivery of the Borrower's year-end financial statements pursuant to Section 5.03(a), the Borrower shall provide to each Lender a business plan for the following two years, in a form satisfactory to the Administrative Agent; (e) promptly after the same become publicly available, copies of all reports (excluding, in any event, copies of press releases) which the Borrower sends to its stockholders, and copies of all registration statements, reports on forms Form 10-K, Form 10-Q and or Form 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, (or, in each case, any successor form) and other material reports which the case Borrower or any Subsidiary files with the SEC or any successor or analogous Government Authority (other than public offerings of securities under employee benefit plans or dividend reinvestment plans); (f) concurrently with any delivery of financial statements under sub-paragraph (a) above, the information relating to the continued perfection of security interests in the Collateral required by Section 4.02 of the Company, copies of all reports distributed to its shareholders, as the case may beSecurity Agreement; and (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, AlcoaArconic shall furnish to the Administrative Agent for distribution the following, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within Within 90 days after the end of each fiscal year, year its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 Within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoing)SEC; (c) concurrently with any No later than the respective delivery due dates of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly Promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC, SEC or any Governmental Authority succeeding to any of or all the functions of the SEC, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptlyPromptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall may reasonably request through the Administrative Agentrequest. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 5.01 shall be deemed to have been distributed to the Lenders delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission SEC at h▇▇▇▇://://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been is delivered or caused to be delivered by AlcoaArconic to the Lenders Administrative Agent providing notice of such posting or availability); provided that AlcoaArconic shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.03 may also 5.01 (other than the information that pursuant to the immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications pursuant to the procedures approved by the Administrative Agentset forth in Section 9.03.

Financial Statements, Reports, etc. In the case of the CompanyParent Borrower, furnish to the Administrative Agent, the Syndication Agent for distribution to and each Lender: (a) within 90 five Business Days after any filing of its annual report on Form 10-K with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year), (i) its consolidated balance sheet and the related consolidated statements of income operations, changes in stockholders' equity and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such yearflows, all audited by Deloitte & Touche Arthur ▇▇▇▇▇s▇▇ LLP or another independent registered public any other "Big 6" accounting firm of recognized national standing selected by the Company and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and condition, results of operations operations, changes in stockholders' equity and cash flows of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (it being agreed that the requirements ii) an unaudited consolidated balance sheet and statement of this paragraph may be satisfied by the delivery pursuant to paragraph operations for each of Green Spring and Public Solutions. (db) below within five Business Days after any filing of an annual its quarterly report on Form 10-K containing Q with the foregoing); Securities and Exchange Commission (b) within 45 but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year), commencing with the report for the fiscal quarter ending September 30, 1997, (i) its consolidated balance sheet and related consolidated statements of incomeoperations and cash flows showing the financial condition of the Parent Borrower and its consolidated Subsidiaries, cash flow all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and stockholders’ equityresults of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, applied on a basis consistent with the application of GAAP to the Parent Borrower's most recent financial statements delivered pursuant to Section 5.04(a), subject to normal year-end audit adjustments, the absence of notes that are not required by GAAP and the condensed presentation permitted by Form 10-Q of the forms promulgated under the Securities Exchange Act of 1934 and (ii) consolidated balance sheets and statements of operations of each of Green Spring and Public Solutions, showing its consolidated the financial condition of Green Spring and Public Solutions, in the cases of (i) and (ii) of this paragraph as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year. (c) within 30 days after the end of each month (other than the last month of any fiscal quarter), commencing with the month ending July 31, 1997, its unaudited consolidated balance sheet and related statements of income and cash flows, showing the consolidated financial condition of the Parent Borrower and its consolidated subsidiaries, in all certified by one cases as of the close of such month and the consolidated results of its Financial Officers as fairly presenting its financial condition operations and results cash flows during such month and the then-elapsed portion of operations on a consolidated basis in accordance with GAAP, subject to normal the fiscal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing); (cd) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a the accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with Section 6.06the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 (it being under-stood that nothing herein requires such computation to be prepared by an accounting firm), provided that if the accounting firm and other independent certified public accountants of recognized national standing are prohibited by applicable industry guidelines from delivering such certificates, the Parent Borrower shall no longer be required to cause the delivery of such certificate; (de) not later than the date financial statements are delivered pursuant to Section 5.04(a) and (b), a report in form and substance satisfactory to the Administrative Agent, of (i) all Permitted Acquisitions consummated during such quarter, which shall include the total consideration for each such Permitted Acquisition (including a breakdown of any Indebtedness permitted under Section 6.01(d)) from the Closing Date through the end of such quarter; (ii) the aggregate sales price of assets sold or disposed of pursuant to each transaction that constitutes an Asset Sale permitted hereunder from the Closing Date through the end of such fiscal quarter and a schedule that identifies each such sale or disposition; (iii) all Permitted Debt Repurchases and all Permitted Stock Repurchases, which shall include the amount of securities purchased pursuant thereto, from the Closing Date through the end of such quarter, segregated by type of security; and (iv) all Permitted Non-Guarantor Transactions and all Permitted Non-Control Investments, which shall (A) include the value of such Transactions and Investments completed during the period from the Closing Date through the end of such quarter and (B) in the case of Permitted Non-Control Investments, describe the management structure of the entity into which such investment is made; (f) promptly after the same become publicly available, copies of all periodic and other reports (including the Parent Borrower's quarterly report on forms 10-K, Form 10-Q for the fiscal quarter ending June 30, 1997), proxy statements and 8-K other materials (except for registration statements on Form S-8) filed by it any Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of the SECsaid Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholdersstockholders, as the case may be; and; (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to or any Lender may reasonably request; and (h) within five Business Days after their availability (but in no event later than the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website beginning of the Securities third month of each fiscal year), a copy of the budget for its consolidated statements of income and Exchange Commission at ▇▇▇▇://▇▇▇cash flows for each fiscal year, with a certificate signed by a Financial Officer certifying that such budget has been prepared in good faith.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case Each of the Company, Alcoa and Alcoa of Australia shall furnish to the Administrative Agent Agents the following, with sufficient copies for distribution the Agents to provide a copy to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all flow audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by the Company and standing, accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or in any manner calling into question the status of its business as a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on and that of its consolidated Subsidiaries, taken as a consolidated basis whole, in accordance with GAAP and (it being agreed that ii) the requirements balance sheet and related statements of this paragraph may be satisfied by the delivery income of each of its Subsidiaries which has been designated pursuant to paragraph (dSection 10.04(i) below as, and as long as such Subsidiary remains, a Borrowing Subsidiary, certified by a Financial Officer of an annual report on Form 10-K containing the foregoing)such Subsidiary; (b) in the case of Alcoa, within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing as prescribed by the foregoingSecurities and Exchange Commission (or any successor agency); (c) concurrently with any delivery of financial statements under paragraph (a) or above and promptly at the request of an Agent (b) abovebut not more often than once with respect to any fiscal quarter), a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Agents demonstrating compliance with the covenant contained in Section 6.066.03; (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SECSecurities and Exchange Commission or the Australian Securities Commission, or any Governmental Authority succeeding to any of or all the functions of the SECsuch Commission, oror with any national securities exchange, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as any Agent or Lender shall may reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (which will promptly furnish such information to each Lender:the Lenders): (a) within As soon as available, and in any event not later than five Business Days after the date by which Holdings is required to file its annual report on Form 10-K with the SEC (after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 90 days after the end of each such fiscal year), its (i) a consolidated balance sheet and the related consolidated statements of income and operations, cash flows and owners’ equity showing the financial position of Holdings and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such year (the “Annual Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Annual Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the Restricted Subsidiaries; (ii) a narrative discussion of management’s discussion and analysis of results; and (iii) setting forth in comparative form the corresponding figures for the prior fiscal year, all which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by Deloitte & Touche LLP or another Holdings’ independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without which shall not be qualified as to scope of audit or as to the status of Holdings or its Subsidiaries as a “going concern” or like concern other than any such qualification or exception and without that is solely with respect to, or resulting solely from, an upcoming maturity date under the Credit Facilities or any qualification other Material Indebtedness occurring within one year from the time such report is delivered or exception as to the scope any prospective default of such auditany financial covenant) to the effect that such consolidated financial statements fairly present its present, in all material respects, the financial condition position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP GAAP; (it being agreed that b) As soon as available, and in any event not later than five Business Days after the requirements of this paragraph may be satisfied date by the delivery pursuant which Holdings is required to paragraph (d) below of an annual file its quarterly report on Form 10-K containing Q with the foregoing); SEC (b) within after giving effect to any permitted extensions or, if such financial statements are not required to be filed with the SEC, not later than 45 days after the end of each of the first three such fiscal quarters of each fiscal yearquarter), its (i) a consolidated balance sheet and related consolidated statements of income, operations and cash flow flows showing (x) the financial position of Holdings and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated and consolidating results of its operations during such fiscal quarter and (y) the then then-elapsed portion of the fiscal yearyear and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (the “Quarterly Financial Statements” and, all together with the Annual Financial Statements, the “Required Financial Statements”); provided that if Holdings includes the financial results of any person that is not a Restricted Subsidiary in such Quarterly Financial Statements, Holdings shall also provide a supplement showing consolidating information for Holdings and the Restricted Subsidiaries; and (ii) a narrative discussion of management’s discussion and analysis of results, certified by one a Responsible Officer of its Financial Officers Holdings on behalf of Holdings as fairly presenting its presenting, in all material respects, the financial condition position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements Required Financial Statements under paragraph paragraphs (a) or and (b) aboveof this Section 5.04, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best of such Financial Officer’s knowledge, that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred or, if such an Event of Default or Default has occurredand is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) certifying a list of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary”, (iii) certifying a list of all Unrestricted Subsidiaries at such time and that each Subsidiary set forth on such list qualifies as an Unrestricted Subsidiary and (iv) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06computations in reasonable detail calculating the Fixed Charge Coverage Ratio for the fiscal quarter then ended (irrespective of whether a Covenant Trigger Event is then in effect); (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other publicly available reports, 10-Q and 8-K proxy statements and, to the extent requested by the Administrative Agent, other materials filed by it Holdings or its Subsidiaries with the SECSEC or, after an initial public offering, distributed to its stockholders generally, as applicable; (e) upon the reasonable request of the Administrative Agent, concurrently with the delivery of the Annual Financial Statements, provide an update to the information set forth on the schedules to the Collateral Agreement, together with (i) information about deposit accounts, securities accounts and commodities accounts entered into by the Borrower or any Governmental Authority succeeding to of the Loan Parties and (ii) information regarding Material Real Property acquired by the Borrower or any of or all the functions of the SEC, orLoan Parties, in the case of each of (i) and (ii), since the Company, copies First Restatement Effective Date or the delivery of all reports distributed to its shareholdersthe previous year’s Annual Financial Statements, as applicable, to the case may be; andextent not previously notified to the Administrative Agent; (ef) within 90 days following the end of each fiscal year, a reasonably detailed consolidated annual budget for the succeeding fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each fiscal quarter for such fiscal year and annual consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of Holdings to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (g) promptly, from time to time, such other information regarding the operations, business affairs (including self-insurance) and financial condition of the Borrower and its Subsidiaries, or compliance with the terms of any Loan Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender Lender); (h) In connection with the covenants set forth in this Section 5.04(h), it is understood and agreed that: (i) Subject to Section 5.04(h)(ii), on or before the 15th Business Day after the end of each monthfiscal quarter, a Borrowing Base Certificate as of the last day of the immediately preceding monthsuch fiscal quarter, with such supporting materials as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) upon the making of any Loans or the issuance of any Letters of Credit that would cause the Revolving L/C Exposure to exceed $5,000,000 (a “Funding Date”) at any time where immediately prior to the making of such Loans or issuance of any Letters of Credit, the Aggregate Credit Exposure solely in respect of Revolving Loans was $0 and the Revolving L/C Exposure was $5,000,000 or less, the Borrower shall furnish a Borrowing Base Certificate as of the last day of the immediately preceding month ended at least 15 Business Days prior to such Funding Date, with supporting materials as the Administrative Agent shall reasonably request, (y) at any time that any Loans or Letters of Credit are outstanding, the Borrower shall furnish a Borrowing Base Certificate on or before the 15th Business Day of each month calculated as of the last day of the immediately preceding month, with supporting materials as the Administrative Agent shall reasonably request through and (z) after the occurrence and during the continuance of a Cash Dominion Event, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), the Borrower shall furnish a Borrowing Base Certificate calculated as of the close of business on Saturday of the immediately preceding calendar week. (ii) At any time and from time to time the Borrower is entitled to calculate the Borrowing Base on a Pro Forma Basis to give effect to a Permitted Business Acquisition (including an acquisition of inventory or accounts receivable), and to adjust the Borrowing Base accordingly, prior to completion of the applicable field examination or appraisal; provided that, if, on or prior to the date that is 90 days following the consummation of such Permitted Business Acquisition, the Borrower shall not have delivered the appropriate field examination or appraisal with respect to any asset included in the Borrowing Base pursuant to this Section 5.04(h)(ii), then on the date that is 90 days following the consummation of such Permitted Business Acquisition such asset shall be removed from the Borrowing Base until the completion of the applicable field examination or appraisal with respect to such asset. (i) promptly upon request by the Administrative Agent. Information Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) each Schedule SB (Single-Employer Defined Benefit Plan Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the IRS with respect to a Plan, (ii) the most recent actuarial valuation report for any Plan, (iii) all notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by the Borrower, its Subsidiaries or any ERISA Affiliate, concerning an ERISA Event and (iv) with respect to each Foreign Benefit Plan, any available annual reports, actuarial valuation reports or notices from plan sponsors, plan administrators or any Governmental Authority with respect to such plan; and (j) promptly following any request therefor by the Administrative Agent (so long as the following are obtainable using commercially reasonable measures), copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower, its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower, its Subsidiaries or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower, its Subsidiaries or such ERISA Affiliate shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided that documents required to be delivered to the Administrative Agent pursuant to this Section 5.03 paragraphs (a), (b) and (d) shall be deemed to have been distributed delivered on the earlier of the date on which (A) Holdings posts such documents or provides a link thereto on Holdings’ website, with notification to the Lenders Administrative Agent of the posting of such documents and (B) such documents are filed with the SEC; provided, further, if such information, or one or more annual or quarterly reports containing such information, shall have been posted requested by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or in writing, Holdings shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of also provide such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered documents by electronic communications pursuant mail to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution (which will promptly furnish such information to each Lender:the Lenders): (a) within 90 120 days after the end of each fiscal yearyear starting with the fiscal year ended December 31, its 2010, a consolidated balance sheet and the related consolidated statements of income and operations, cash flows and owners’ equity showing the financial position of the Borrower and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing selected by reasonably acceptable to the Company Administrative Agent and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its present, in all material respects, the financial condition position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its starting with the fiscal quarter ended March 31, 2011, a consolidated balance sheet and related consolidated statements of income, operations and cash flow flows showing the financial position of the Borrower and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations during such fiscal quarter and the then then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower, on behalf of the Borrower, as fairly presenting its presenting, in all material respects, the financial condition position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) (x) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth a computation of the Financial Performance Covenants in detail reasonably detailed calculations demonstrating compliance satisfactory to the Administrative Agent and (y) concurrently with any delivery of financial statements under (a) above, a certificate of its independent accounting firm stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default under Section 6.066.10 and 6.11 (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) promptly after the same become publicly available, copies of all reports on forms 10-Kperiodic and other available reports, 10-Q and 8-K proxy statements and, to the extent requested by the Administrative Agent, other materials filed by it the Borrower or the Company with the SEC, or any Governmental Authority succeeding after an initial public offering, distributed to any of or all its stockholders generally, if and as applicable; (e) upon the functions reasonable request of the SECAdministrative Agent (but not more often than annually), an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the case Perfection Certificate, such information) reflecting all changes since the date of the Companyinformation most recently received pursuant to this paragraph (e) or Section 4.02(d); (f) promptly, copies a copy of all reports distributed submitted to its shareholders, as the case may be; andboard of directors (or any committee thereof) of the Borrower or the Company in connection with any material interim or special audit made by independent accountants of the books of the Borrower or the Company; (eg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or the Company, or compliance with the terms of any Loan Document, or such consolidating financial statements, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to in each case the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, may reasonably request (for itself or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website behalf of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ any Lender); (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved h) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or a Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably request; and (i) No later than one hundred and twenty (120) days following the first day of each fiscal year of the Borrower, a budget for such fiscal year in form customarily prepared by the Borrower.

Financial Statements, Reports, etc. In the case of the Company, furnish Furnish to the Administrative Agent for distribution to each Lender: (a) within 90 105 days after the end of each fiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated statements of income and cash flows earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equityearnings statement, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one year (and each delivery of its Financial Officers as such statements shall be deemed a representation that such statements fairly presenting its present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that and the requirements absence of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingfootnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting demonstrating in reasonable detail calculation of the covenants set forth reasonably detailed calculations demonstrating compliance with in Section 6.068.04 as of the last day of the period covered by such financial statements; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and Form 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, or copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information , including any additional information relating to any one-time integration or transaction costs referred to in clause (f) of the definition of the term “Consolidated EBITDA” (it being understood that the Company shall not be required to be delivered provide any information or documents which are subject to confidentiality provisions the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if nature of which prohibit such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availabilitydisclosure). Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered on the date on which the Company provides notice (reasonably identifying where the applicable disclosure may also be delivered by electronic communications pursuant obtained) to procedures approved the Administrative Agent that such information has been posted on the Company’s website on the internet at w▇▇.▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇, or at another website identified in such notice and accessible by the Administrative AgentLenders without charge.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent for distribution by the Administrative Agent to each Lender: (a) within 90 100 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income operations, stockholders' equity and cash flows showing the financial condition of the Company and its consolidated financial condition Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing selected by (or otherwise reasonably acceptable to the Company Required Lenders) and accompanied by an 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 to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related consolidated statements of income, operations and cash flow flows showing the financial condition of the Company and stockholders’ equity, showing its consolidated financial condition Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed is understood that the requirements Company may, at its option, satisfy its obligations to deliver financial statements under subparagraphs (a) and (b) above by delivery of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on its Form 10-K and 10-Q, respectively, for any relevant fiscal year or quarterly period, as filed by the Company with the Securities and Exchange Commission (the "SEC"), or any Governmental Authority succeeding to any or all of the functions of said Commission so long as such Form 10-K or 10-Q containing contains the foregoingfinancial statements required under these subparagraphs (a) and (b)); (c) concurrently with any delivery of financial statements under paragraph subparagraph (a) or (b) above, a certificate of a Financial Officer (i) certifying thatsuch statements, to the best of such Financial Officer’s knowledge, (ii) certifying that no Default or Event of Default or Default has occurred or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06Sections 6.10, 6.11, 6.12, 6.13, 6.14, and (iv) setting forth a reasonably detailed calculation of the Total Debt to Capitalization Ratio; (d) promptly after the same become publicly available, copies of all periodic and other reports on forms Forms 10-K, 10-Q and 8-K K, proxy statements and registration statements on Forms S-1, ▇-▇ ▇▇ S-4 filed by it the Company or any Subsidiary with the SEC, or with any Governmental Authority succeeding to any of national securities exchange, or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; provided, however, that unless otherwise requested under Section 5.4(e), the Company shall not be required to furnish copies of any prospectus supplement filed in respect of, or post-effective amendment of, any registration statement if such prospectus supplement or post-effective amendment is filed solely to amend or supplement information concerning any matter under the headings "Selling Securityholders" or "Plan of Distribution" set forth in such registration statement or in any other prospectus supplement relating to, or post-effective amendment of, such registration statement; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document, as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇any Lender may reasonably request.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution to each Lenderthe Lenders: (a) as soon as available and in any event within 90 110 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income and cash flows showing of the Borrower and its consolidated financial condition Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of the close of such fiscal year and (which requirement shall be deemed satisfied by the consolidated results delivery of its operations during the Borrower’s Annual Report on Form 10-K (or any successor form) for such year), all audited by Deloitte & Touche KPMG LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 65 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter of 2014), its consolidated balance sheet sheets and related consolidated statements of income, income and cash flow and stockholders’ equity, showing its consolidated financial condition flows of the Companies as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal yearyear (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10-Q (or any successor form) for such quarter), all each certified by one of its a Financial Officers Officer as fairly presenting its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of an annual report on Form 10-K containing the foregoing); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, income and cash flow and stockholders’ equity, flows showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects its financial condition and results of operations and cash flows on a consolidated basis in accordance with GAAPGAAP or SAP, as applicable, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (iA) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06(1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value and Adjusted Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within 90 days after the end of each fiscal year and, in the case of clause (ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly in all material respects the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, calculations of the financial tests referred to in Sections 5.13 and 5.14. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed delivered to the Lenders if on the date on which such information, or one or more annual or quarterly reports containing such information, shall have information has been posted by on the Administrative Agent Company’s website on an IntraLinks the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or similar site to which the Lenders have been granted access or shall be is available on the website of the Securities and Exchange Commission SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such posting or availability)information to any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Company hereby acknowledges that the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the LC Issuer(s) materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”).

Financial Statements, Reports, etc. In the case of the Company, furnish directly to the Administrative Agent for distribution and to each Lenderof the Banks: (a) within 90 120 days after the end of each fiscal year of the Company (being December 31 in each calendar year), its consolidated Consolidated balance sheet and the related consolidated sheets, Consolidated statements of income and Consolidated statements of cash flows showing its consolidated the Consolidated financial condition of the Company and the Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of the Subsidiaries during such year, all the foregoing consolidated financial statements to be audited by Deloitte Coopers & Touche LLP ▇▇▇▇▇▇▇, independent public accountants, or another other independent registered public accounting firm of recognized national standing selected by accountants acceptable to the Company Required Banks and accompanied by an opinion of such accountants accountant (without a “going concern” or like qualification or exception and without which shall not be qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present its the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated unaudited Consolidated balance sheet and related consolidated sheets, Consolidated statements of income, income and Consolidated statements of cash flow and stockholders’ equity, flows showing its consolidated the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the close end of each such fiscal quarter and the consolidated results of its operations during such fiscal quarter and for the then elapsed portion of the fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as presenting fairly presenting its the financial condition position and results of operations on a consolidated basis of the Company and such Subsidiaries and as having been prepared in 54 accordance with GAAPGAAP (except for such changes therein as are approved by the independent accountants for the Company), in each case subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, a certificate of a Financial Officer the firm or person referred to therein (which certificate furnished by the independent accountants referred to in paragraph (a) above may be limited to the best of its knowledge and to accounting matters and may disclaim responsibility for legal interpretations) (i) certifying that, to the best of such Financial Officer’s knowledge, that no Default or Event of Default or Default has occurred occurred, or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and and, in the case of the certificate furnished by a Financial Officer of the Company, specifying any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.066.5; (d) promptly after the same become publicly availableavailable and to the extent not required to be furnished by any other provision of this Section 5.4, (i) copies of all proxy statements, financial statements and reports that the Company sends to its stockholders and (ii) copies of all regular, periodic and special reports, and all registration statements relating to transactions requiring a vote of stockholders of the Company or filed on forms 10Form ▇-K▇, 10▇-Q and 8-K filed by it ▇ or S-3 under the Securities Act of 1933, which the Company or any Subsidiary files with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to which may be substituted therefor, or with any of national securities exchange, or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company and the Subsidiaries as any Lender shall reasonably request each Bank through the Administrative Agent. Information required Agent may reasonably request; provided, however, that the Company shall not be obligated to be delivered disclose, or to permit any examination which will disclose, technical knowledge or confidential trade information, except where appropriate safeguards exist that prevent dissemination of such information in a manner detrimental to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Company's competitive position.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements, Reports, etc. In the case of the Company, The Lessee shall furnish to the Administrative Agent Agent, with sufficient copies for distribution to the Lessor and each Lender, the following, each in such form and such detail as the Administrative Agent or the Required Participants shall reasonably request: (ai) within 90 As soon as available and in no event later than forty-five (45) days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end last day of each of the first three (3) fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as quarter of the close Lessee, a copy of the Financial Statements of the Lessee and its Subsidiaries (prepared on a consolidated basis) for such fiscal quarter and for the consolidated results of its operations during such fiscal quarter and year to date, certified by the then elapsed portion chief executive officer or chief financial officer of the fiscal yearLessee to present fairly in all material respects the financial condition, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingadjustments); (cii) concurrently As soon as available and in no event later than ninety (90) days after the close of each fiscal year of the Lessee, (A) copies of the audited Financial Statements of the Lessee and its Subsidiaries (prepared on a consolidated basis) for such year, audited by KPMG LLP or other independent certified public accountants of recognized national standing acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to the Administrative Agent) and, to the extent delivered and within ten (10) days after delivery, final management letters delivered by such accountants to the Audit Committee of the Board of Directors in connection with any delivery of financial statements under paragraph all such Financial Statements; (aiii) or (b) above, a certificate of a No later than the dates on which the quarterly and year-end Financial Officer Statements are required to have been furnished pursuant to the foregoing clauses (i) certifying that, to the best of such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating , a compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions certificate of the SECchief executive officer, chief financial officer or treasurer of the Lessee (a "Compliance Certificate," substantially in the form of Exhibit D to this Participation Agreement) which (A) states that the representations and warranties of the Lessee set forth in Section 8.1 and 8.2 and in the other Operative Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such date) and no CAA Default or Lease Default has occurred and is continuing, or, in if any such CAA Default or Lease Default has occurred and is continuing, a statement as to the case nature thereof and what action the Lessee proposes to take with respect thereto; (B) sets forth, for the quarter, year or other applicable period covered by such Financial Statements or as of the Company, copies last day of all reports distributed to its shareholders, such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 9.2(f) and Section 9.3; and (C) lists all Subsidiaries of the Lessee and identifies each such Subsidiary which is a Material Subsidiary; (iv) As soon as available and in no event later than forty-five (45) days after the last day of each fiscal quarter of the Lessee, a certificate of the chief financial officer or treasurer of the Lessee which sets forth the calculation of the Lessee's Debt/EBITDA Ratio for the consecutive four-quarter period ending as of such date; (v) As soon as possible and in no event later than five (5) Business Days after any officer of the Lessee knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits against the Lessee or any of its Subsidiaries which individually asserts a claim for monetary damages payable by the Lessee or its Subsidiaries of $10,000,000 or more; (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any CAA Default or Lease Default; the statement of the chief executive officer, chief financial officer or treasurer of the Lessee setting forth details of such event, condition, CAA Default or Lease Default and the action which the Lessee proposes to take with respect thereto; (vi) As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by the Lessee or any of its Subsidiaries with any securities exchange or the United States Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-K reports); (B) all reports, proxy statements and financial statements sent or made available by the Lessee to its security holders; and (C) all press releases concerning any material developments in the business of the Lessee made available by the Lessee to the public generally; and (evii) promptlySuch other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of the Lessee or its Subsidiaries, and compliance by the Lessee with the terms of this Participation Agreement and the other Operative Documents as the Administrative Agent may from time to timetime reasonably request. The requirements of clauses (i), (ii) and (vi) above may be satisfied by (i) the posting of such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available documents on the website of the Securities and Exchange Commission Lessee's internet homepage located at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (and a confirming electronic correspondence shall or the SEC's homepage on the internet no later than the next Business Day after such documents have been delivered filed with the SEC; provided, that such documents shall be in a format that is downloadable and printable; or caused to be delivered to (ii) the Lenders providing notice delivery of such posting documents via electronic format by e-mail or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentotherwise.

Financial Statements, Reports, etc. In the case of the Company, It will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 105 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income and cash flows flows, showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP PricewaterhouseCoopers LLC or another other independent registered public accounting firm auditors of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) auditors to the effect that such consolidated financial statements fairly present in all material respects its financial condition and results of operations on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of income, income and cash flow and stockholders’ equityflows, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the such fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects its financial condition and results of operations on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of such Financial Officer’s knowledge, that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed in reasonable detail the calculations demonstrating necessary to demonstrate compliance with Section 6.065.08 and 5.09; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SECSEC (other than reports on Form 8-K which are filed solely for the purpose of filing exhibits), or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports or distributed to its shareholders, as the case may be; (e) not later than October 4, 2003, a certificate of a Financial Officer setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.21; and (ef) promptlypromptly after a Financial Officer becomes aware thereof, from time notice of each Default or Event of Default that is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to time, such other information as any Lender shall reasonably request through the Administrative Agentbe taken with respect thereto. Information Reports and financial statements required to be delivered to by the Administrative Agent Borrower pursuant to paragraphs (a), (b) and (d) of this Section 5.03 5.02 shall be deemed to have been distributed to delivered on the Lenders if date on which it posts such informationreports, or one or more annual or quarterly reports containing such informationfinancial statements, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available its website on the website of the Securities and Exchange Commission Internet at ▇▇▇.▇://▇▇▇▇.▇▇▇ or when such reports, or reports containing such financial statements are posted on the SEC's website at ▇▇▇.▇▇▇.▇▇▇ ▇; provided that it shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and a confirming electronic correspondence shall have been delivered or caused to be delivered (d) of this Section 5.02 to the Lenders providing Agent or any Lender who requests it to deliver such paper copies until written notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved cease delivering paper copies is given by the Administrative AgentAgent or such Lender; and provided further that in every instance it shall provide paper copies of the certificate required by subsection (c) to the Agent and each of the Lenders until such time as the Agent shall provide it written notice otherwise.

Financial Statements, Reports, etc. In the case of the Company, Lessee shall furnish to Agent, with sufficient copies for Lessor and each Participant, the Administrative Agent for distribution to following, each Lenderin such form and such detail as Agent, Lessor or the Required Participants shall reasonably request: (ai) within 90 As soon as available and in no event later than ninety (90) days after the end last day of each fiscal quarter of Lessee (other than the last quarter of each fiscal year), its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as a copy of the close Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year and the consolidated results of its operations during such yearto date, all audited by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing selected certified by the Company and accompanied by an opinion president or chief financial officer of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as Lessee to present fairly the scope of such audit) to the effect that such consolidated financial statements fairly present its financial condition and condition, results of operations on a consolidated basis and other information reflected therein and to have been prepared in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, cash flow and stockholders’ equity, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting its financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoingadjustments); (cii) concurrently As soon as available and in no event later than one hundred, twenty (120) days after the close of each fiscal year of Lessee, (A) copies of the audited Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such year, audited by independent certified public accountants of recognized national standing acceptable to Agent and Required Participants, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Agent and Required Participants) delivered by such accountants in connection with all such Financial Statements and (C) certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed Paragraph 5.03 and have obtained no knowledge of any delivery violation by Lessee and its Subsidiaries of financial statements under paragraph (a) the covenants set forth therein, or (b) aboveif, in the opinion of such accountants, any such violation has occurred, a certificate of a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Officer Statements required by the foregoing clauses (i) certifying thatand (ii), to a compliance certificate of the best president or chief financial officer of such Financial Officer’s knowledge, Lessee (a "Compliance Certificate") which (A) states that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurredoccurred and is continuing, specifying a statement as to the nature and extent thereof and any corrective what action taken or proposed Lessee proposes to be taken take with respect thereto and (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06; (d) promptly after sets forth, for the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed quarter or year covered by it with the SEC, such Financial Statements or any Governmental Authority succeeding to any of or all the functions as of the SEC, or, in the case last day of the Company, copies of all reports distributed to its shareholders, such quarter or year (as the case may be; and), the calculation of the financial ratios and tests provided in Paragraph 5.03; (eiv) promptlyAs soon as possible and in no event later than five (5) Business Days after any officer of Lessee knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, from time to timesuits, such claims or disputes against Lessee or any of its Subsidiaries involving potential monetary damages payable by Lessee or its Subsidiaries of $20,000,000 or more (alone or in the aggregate), other information as than any Lender shall frivolous claim or litigation; (C) any other event or condition which is reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed likely to have been distributed a Material Adverse Effect; or (D) any Default; the statement of the president or chief financial officer of Lessee setting forth details of such event, condition or Default and the action which Lessee proposes to the Lenders if such informationtake with respect thereto; (v) As soon as available and in no event later than five (5) Business Days after they are sent, made available or one filed, copies of (A) all registration statements and reports filed by Lessee or more annual any of its Subsidiaries with any securities exchange or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (including, without limitation, all 10-Q, 10-K and a confirming electronic correspondence shall have been delivered 8-Q reports); (B) all reports, proxy statements and financial statements sent or caused made available by Lessee or any of its Subsidiaries to be delivered its security holders; and (C) all press releases and other similar public concerning any material developments in the business of Lessee or any of its Subsidiaries made available by Lessee or any of its Subsidiaries to the Lenders providing notice public generally; (vi) As soon as available, the consolidated plan and forecast of Lessee and its Subsidiaries for such posting fiscal year, including quarterly cash flow projections; and (vii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or availability). Information required condition (financial or otherwise) of Lessee or its Subsidiaries, and compliance by Lessee with the terms of this Agreement and the other Operative Documents as Agent may from time to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agenttime reasonably request.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution to each LenderAgent: (a) as soon as available and in any event within 90 110 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income and cash flows showing of the Borrower and its consolidated financial condition Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of the close of such fiscal year and (which requirement shall be deemed satisfied by the consolidated results delivery of its operations during the Borrower’s Annual Report on Form 10‑K (or any successor form) for such year), all audited by Deloitte & Touche KPMG LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 65 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of income, income and cash flow and stockholders’ equity, showing its consolidated financial condition flows of the Companies as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal yearyear (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10‑Q (or any successor form) for such quarter), all each certified by one of its a Financial Officers Officer as fairly presenting its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) (i) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.02, a certificate of a Financial Officer of the Borrower (ix) certifying that, as to the best of such Financial Officer’s knowledge, no Event of Default or whether a Default has occurred orthat is continuing and, if such an Event of Default or a Default has occurredoccurred that is continuing, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and (iiy) so long as any Financial Covenant Loans are outstanding or Financial Covenant Commitments are in effect, setting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with Section 6.066.07 as of the last day of the most recent fiscal quarter covered by such financial statements and (ii) concurrently with any delivery of financial statements under paragraph (a) of this Section 5.02, solely to the extent that the Required Percentage for the relevant Excess Cash Flow Period would be greater than 0%, a certificate of a Financial Officer of the Borrower setting forth (x) the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, (y) the amount of any required prepayment in respect thereof and (z) reasonably detailed calculations thereof; (d) promptly after the same become publicly available, copies of all financial statements, reports and proxy statements mailed to the Borrower’s public shareholders generally, and copies of all registration statements (other than those on forms 10Form S‑8) and Form 8-K, 10-Q and ’s (to the extent that such Form 8-K K’s disclose actual or potential adverse developments with respect to the Borrower or any of its Subsidiaries that constitute, or would reasonably be expected to constitute, a Material Adverse Effect) filed by it with the SECSEC or any national securities exchange; (e) promptly after (i) the occurrence thereof, notice of any ERISA Termination Event or “prohibited transaction,” as such term is defined in Section 4975 of the Code, with respect to any Plan that results, or any Governmental Authority succeeding would reasonably be expected to any of or all the functions of the SEC, orresult, in a Material Adverse Effect, which notice shall specify (in reasonable detail) the case of nature thereof and the CompanyBorrower’s proposed response thereto, and (ii) actual knowledge thereof, copies of all reports distributed any notice of PBGC’s intention to its shareholders, as the case may beterminate or to have a trustee appointed to administer any Plan; and (ef) promptly, promptly following any request therefor from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender shall reasonably request (through the Administrative Agent) may reasonably request. Information Documents required to be delivered pursuant to Section 5.02(a), (b) or (d) (to the Administrative Agent pursuant to this Section 5.03 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 distributed to delivered on the Lenders if date (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) on which the Borrower posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ ▇; (and iii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a confirming electronic correspondence shall have been delivered commercial, third-party website or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier, electronic mail or such other manner permitted pursuant to Section 9.01) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower represents and warrants that either (i) it and any Subsidiary has no registered or publicly traded securities outstanding, or (ii) it files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities. Accordingly, the Borrower hereby (x) authorizes the Administrative Agent to make available to Public-▇▇▇▇▇▇ the financial statements to be provided under Section 5.02(a) and (b) above and, unless the Borrower promptly notifies the Administrative Agent otherwise (provided that such documents have been provided to the Borrower and its counsel for review a reasonable period of time prior thereto), the Loan Documents, and (y) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information with respect to any of the Borrower, its Subsidiaries or their respective securities within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall the Administrative Agent post compliance certificates or budgets to Public-▇▇▇▇▇▇.

Financial Statements, Reports, etc. In the case of the CompanyBorrower, furnish to the Administrative Agent for distribution to each LenderAgent: (a) as soon as available and in any event within 90 110 days after the end of each fiscal year, its consolidated balance sheet sheets and the related consolidated statements of income and cash flows showing of the Borrower and its consolidated financial condition Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of the close of such fiscal year and (which requirement shall be deemed satisfied by the consolidated results delivery of its operations during the Borrower’s Annual Report on Form 10-K (or any successor form) for such year), all audited by Deloitte & Touche KPMG LLP or another other independent registered public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of an annual report on Form 10-K containing the foregoing)consistently applied; (b) within 45 65 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related consolidated statements of income, income and cash flow and stockholders’ equity, showing its consolidated financial condition flows of the Companies as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal yearyear (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10-Q (or any successor form) for such quarter), all each certified by one of its a Financial Officers Officer as fairly presenting its in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (d) below of a quarterly report on Form 10-Q containing the foregoing)adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section 5.02, a certificate of a Financial Officer of the Borrower (i) certifying that, as to the best of such Financial Officer’s knowledge, no Event of Default or whether a Default has occurred orthat is continuing and, if such an Event of Default or a Default has occurredoccurred that is continuing, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with Section 6.06; (d) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions 6.07 as of the SEC, or, in the case last day of the Company, copies of all reports distributed to its shareholders, as the case may be; and (e) promptly, from time to time, most recent fiscal quarter covered by such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.financial statements;

Financial Statements, Reports, etc. In the case of the Company, furnish to the Administrative Agent, with sufficient copies (or with an electronic copy) to be distributed by the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or another other independent registered certified public accounting firm accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of an annual report on Form 10-K containing the foregoing); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, income and cash flow and stockholders’ equity, flows showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects its financial condition and results of operations and cash flows on a consolidated basis in accordance with GAAPGAAP or SAP, as applicable, subject to normal year-end audit adjustments (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (de) below of a quarterly report on Form 10-Q containing the foregoing); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (iA) certifying that, to the best of such Financial Officer’s knowledge, that (1) no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii2) to such Financial Officer’s knowledge, as of the date of such certificate, S&P does not classify the aggregate principal amount of Consumer Notes as financial leverage of the Company or a Subsidiary and (B) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06(1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value and Adjusted Collateral Value thereof, as of the end of such fiscal year or fiscal quarter; (d) as soon as available and in any event within 90 days after the end of each fiscal year and, in the case of clause (ii), within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the Statement of Actuarial Opinion of each of the Restricted Subsidiaries for such fiscal year as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement or Quarterly Statement, as applicable, of each of the Restricted Subsidiaries for such fiscal year or fiscal quarter as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Financial Officer to the effect that such statements present fairly in all material respects the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC, or, in the case of the Company, copies of all reports distributed to its shareholders, as the case may be; and; (ef) promptly, from time to time, such other information as any Lender shall reasonably request through the Administrative Agent; and (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, calculations of the financial tests referred to in Sections 5.13 and 5.14. Information required to be delivered to the Administrative Agent pursuant to this Section 5.03 shall be deemed to have been distributed delivered to the Lenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by on the date on which the Company provides written notice to the Administrative Agent that such information has been posted on an IntraLinks the Company’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or similar site to which the Lenders have been granted access or shall be is available on the website of the Securities and Exchange Commission SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice extent such information has been posted or is available as described in such notice); provided that the Company shall deliver paper copies of such posting or availability)information to any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Company hereby acknowledges that the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the LC Issuer(s) materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”).