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

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) Furnish to the Purchaser, within 90 150 days after the end of each fiscal year, a consolidated its balance sheetsheet and related statements of income, statement of income shareholders' equity and statement of cash flows showing the its financial condition as of the close of such fiscal year and the results of its operations of the Borrower and its consolidated Subsidiaries as of during such year, for Tioxide Europe, unaudited and for the fiscal year then ended, all Petrochemicals UK as audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing its Independent Public Accountants and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis Petrochemical UK. Such accounts to be prepared in accordance with GAAPaccounting principles generally accepted in the United Kingdom and in accordance with GAAP and consistently applied giving a true and fair view of the financial condition of the Company; (b) within 45 days after Furnish to the end of each of Purchaser, together with the first three fiscal quarters of each fiscal yearfinancial statements required pursuant to sub-clauses (i) and (ii) above, a consolidated balance sheet, statement compliance certificate signed by a Responsible Officer of income such Originator stating that (aa) the attached financial statements have been prepared in accordance with GAAP and statement of cash flows showing accurately reflect the financial condition and results of operations of the Borrower Originator and its consolidated Subsidiaries as (bb) to the best of such Responsible Officer's knowledge, no Originator Termination Event or Potential Originator Termination Event exists, or if any Originator Termination Event or Potential Originator Termination Event exists, stating the nature and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsstatus thereof; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of Furnish to the Borrower 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; (d) promptly, after their becoming available, Purchaser copies of all financial statements, stockholders financial reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause so furnished; (d) which are made available on Furnish to the internet via Purchaser, promptly, from time to time, such historical information, including ageing and liquidation schedules, in form and substance satisfactory to the ▇▇▇▇▇Funding Agent and the Rating Agencies, or any successor, system of as the Securities and Exchange Commission shall be deemed deliveredPurchaser may reasonably request; and (e) Furnish to the Purchaser, promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the its operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)condition, or compliance with the terms of this Agreementany Transaction Document, in each case as the Administrative Agent or any Lender Purchaser may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Deliver or cause to be delivered to the Administrative Agent and each LenderPurchaser: (ai) as soon as available and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year of the Parent, a balance sheet of the Consolidated Parent as of the end of such year and statements of income and retained earnings and of source and application of funds of the Seller for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case setting forth comparative figures for the previous Fiscal Year, certified without material qualification in a manner satisfactory to the Purchaser by Deloitte & Touche LLP or other nationally recognized, independent public accountants acceptable to the Purchaser, together with a certificate of such accounting firm stating that in the course of the regular audit of the business of the Seller, which audit was conducted in accordance with generally accepted auditing standards in the United States, such accounting firm has obtained no knowledge that a Seller Default or Seller Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, such a Seller Default or Seller Event of Default has occurred and is continuing, a statement as to the nature thereof; (ii) as soon as available and in any event within forty-five (45) days after the end of each fiscal yearquarter, a consolidated quarterly balance sheet, statement sheets and quarterly statements of source and application of funds and quarterly statements of income and statement of cash flows showing the financial condition and results of operations retained earnings of the Borrower and its consolidated Subsidiaries as Consolidated Parent, certified by the chief financial or executive officer of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants Consolidated Parent (which certification shall not be qualified in any material respect) to the effect state that such consolidated financial balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter, subject to year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of such chief financial or executive officer to the effect that no Seller Default or Seller Event of Default has occurred and is continuing; (iii) as soon as possible and in any event within three days after any officer of the Borrower Seller becomes aware of the occurrence of a Servicer Default or a Seller Default or a Seller Event of Default or an event that, with the giving of notice or time elapse, or both, would constitute a Servicer Default, an officer’s certificate of the Seller setting forth the details of such event and its consolidated Subsidiariesthe action that the Servicer or the Seller, as the case may be, on a consolidated basis in accordance proposes to take with GAAP;respect thereto; and (biv) as soon as possible and in any event within 45 three days after the end of each any officer of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations Seller becomes aware of the Borrower and its consolidated Subsidiaries as occurrence of and for the fiscal quarter then ended and the then elapsed portion any Financing Document Default, an officer’s certificate of the fiscal year, all certified by a Financial Officer Seller setting forth the details of such event and any action that the Seller proposes to take with respect thereto. If the Consolidated Parent is subject to the reporting requirements of Section 13(a) of the Borrower as fairly presenting the financial condition and results of operations Exchange Act, its filing of the Borrower, as annual and quarterly reports required under the case may beExchange Act, on a consolidated basis in accordance timely basis, shall be deemed compliance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, clauses (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably requestparagraph (a).

Financial Statements, Reports, etc. In the case of the BorrowerPopular, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower Popular and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP L.L.P. or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Popular on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower Popular and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal quarter then ended and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Popular on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer (i) setting forth in reasonable detail the calculations required to establish whether Popular was in compliance with the requirements of the Borrower Sections 6.05, 6.06, 6.07 and 6.08 and (ii) 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; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed it with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders, as the case may be; (other than those on Form 11-K e) as soon as is reasonably practicable after the same becomes available, the "Parent Company Only Financial Statement for Bank Holding Companies" (report No. FR Y-9LP or any successor form); providedform of the Federal Reserve System) of Popular and Popular North America, that documents required to be delivered under this clause Inc. and the "Consolidated Financial Statements for Bank Holding Companies" (d) which are made available on the internet via the ▇▇▇▇▇, report no. FR Y-9C or any successor, system successor form of the Securities and Exchange Commission Federal Reserve System) of Popular that Popular shall be deemed delivered; andhave filed with the Board; (ef) promptly upon the request of the Administrative Agent or any Lender, copies of all call reports of each Significant Subsidiary; (g) promptly, upon receipt by each Borrower, the certificate of good standing delivered by the Secretary of State to the Borrower in response to the Borrower's request for such certificate in the letter delivered to the Administrative Agent pursuant to Section 4.02(c)(i); (h) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower Popular or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; and (i) promptly, upon entering such agreement, notice of the terms of any agreement entered into by Banco Popular after the date of this Agreement restricting or limiting Banco Popular's right to declare and make payments of dividends to the Borrower, and any changes to any existing restrictions or limits on Banco Popular's right to declare or pay dividends to the Borrower.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (A) 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, (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders, as the case may be; (other than those on Form 11-K e) promptly after the receipt thereof by the Borrower or any successor form); providedof its Subsidiaries, that documents required to be delivered under this clause (d) which are made available on a copy of any "management letter" received by any such person from its certified public accountants and the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredmanagement's response thereto; and (ef) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) Furnish to the Company, within 90 150 days after the end of each fiscal year, a consolidated the balance sheetsheet and related statements of income, statement of income members' equity and statement of cash flows showing the financial condition of the Contributor as of the close of such fiscal year and the results of its operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal year then endedduring such year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing the Contributor's Independent Public Accountants and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis Contributor in accordance with GAAPGAAP consistently applied; (b) Furnish to the Company, within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated the Contributor's unaudited balance sheetsheet and related statements of income, statement of income members' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the period from the beginning of such fiscal quarter then ended and year to the then elapsed portion end of the fiscal yearsuch quarter, all certified by a Financial Responsible Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsContributor; (c) concurrently Furnish to the Company, together with any delivery of the financial statements under paragraph (a) or (b) above, required pursuant to clauses (i) a Ratio Certificate and (ii) above, a compliance certificate of signed by a Financial Responsible Officer of the Borrower certifying Company stating that (x) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Company and (y) to the best of such Responsible Officer's knowledge, no Early Amortization Event of Default or Default has occurred orPotential Early Amortization Event exists, or if such an any Early Amortization Event of Default or Default has occurredPotential Early Amortization Event exists, specifying stating the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretostatus thereof; (d) promptlyFurnish to the Company upon request, after their becoming availablepromptly upon the furnishing thereof to the Shareholders of the Contributor, copies of all financial statements, stockholders financial reports and proxy statements that so furnished; (e) Furnish to the Borrower shall have sent to its stockholders generallyCompany, promptly, all information, documents, records, reports, certificates, opinions and copies of all registration statements filed notices received by the Borrower Contributor from an Originator under any Receivables Purchase Agreement; (f) Furnish to the Securities Act of 1933Company, promptly, from time to time, such historical information, including aging and liquidation schedules, in form and substance satisfactory to the Funding Agent and the Rating Agencies, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredCompany may reasonably request; and (eg) Furnish to the Company, promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Contributor, or compliance with the terms of this Agreementany Transaction Document, in each case as the Administrative Agent or any Lender Company may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP; provided, that documents required to be delivered under this clause (a) which are made available on the internet via ▇▇▇▇▇, or any successor system of the Securities and Exchange Commission shall be deemed delivered; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; provided, that documents required to be delivered under this clause (b) which are made available on the internet via ▇▇▇▇▇, or any successor system of the Securities and Exchange Commission shall be deemed delivered; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, successor system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Deliver or cause to be delivered to the Administrative Agent and each LenderPurchaser: (ai) as soon as available and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year of the Parent, a balance sheet of the Consolidated Parent as of the end of such year and statements of income and retained earnings and of source and application of funds of the Seller for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case setting forth comparative figures for the previous Fiscal Year, certified without material qualification in a manner satisfactory to the Purchaser by Deloitte & Touche LLP or other nationally recognized, independent public accountants acceptable to the Purchaser, together with a certificate of such accounting firm stating that in the course of the regular audit of the business of the Seller, which audit was conducted in accordance with generally accepted auditing standards in the United States, such accounting firm has obtained no knowledge that a Seller Default or Seller Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, such a Seller Default or Seller Event of Default has occurred and is continuing, a statement as to the nature thereof; (ii) as soon as available and in any event within forty-five (45) days after the end of each fiscal yearquarter, a consolidated quarterly balance sheet, statement sheets and quarterly statements of source and application of funds and quarterly statements of income and statement of cash flows showing the financial condition and results of operations retained earnings of the Borrower and its consolidated Subsidiaries as Consolidated Parent, certified by the chief financial or executive officer of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants Consolidated Parent (which certification shall not be qualified in any material respect) to the effect state that such consolidated financial balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter, subject to year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of such chief financial or executive officer to the effect that no Seller Default or Seller Event of Default has occurred and is continuing; (iii) as soon as possible and in any event within three days after any officer of the Borrower Seller becomes aware of the occurrence of a Servicer Default or a Seller Default or a Table of Contents Seller Event of Default or an event that, with the giving of notice or time elapse, or both, would constitute a Servicer Default, an officer’s certificate of the Seller setting forth the details of such event and its consolidated Subsidiariesthe action that the Servicer or the Seller, as the case may be, on a consolidated basis in accordance proposes to take with GAAP;respect thereto; and (biv) as soon as possible and in any event within 45 three days after the end of each any officer of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations Seller becomes aware of the Borrower and its consolidated Subsidiaries as occurrence of and for the fiscal quarter then ended and the then elapsed portion any Financing Document Default, an officer’s certificate of the fiscal year, all certified by a Financial Officer Seller setting forth the details of such event and any action that the Seller proposes to take with respect thereto. If the Consolidated Parent is subject to the reporting requirements of Section 13(a) of the Borrower as fairly presenting the financial condition and results of operations Exchange Act, its filing of the Borrower, as annual and quarterly reports required under the case may beExchange Act, on a consolidated basis in accordance timely basis, shall be deemed compliance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, clauses (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably requestparagraph (a).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers LLP Coopers & ▇▇▇▇▇▇▇ or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Borrower on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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; (d) promptly, promptly after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish deliver to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheet, sheet and related statement of income and statement of cash flows flows, showing the financial condition and results of operations position of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of the Borrower's operations and the operations of its Subsidiaries during such year, all audited by PricewaterhouseCoopers LLP KPMG Peat Marwick or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPgenerally accepted accounting principles consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) above or (bc) abovebelow, a certificate of the accounting firm or a Responsible Officer, as the case may be, opining on or certifying such statements (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the covenants contained in Sections 6.04, 6.05, 6.06, 6.07, and 6.12; (c) (x) within forty-five days of the end of each fiscal quarter, unaudited consolidating balance sheets of the Borrower and its Subsidiaries and related statements of income and cash flows and (y) within forty-five days of the end of each of the first three fiscal quarters of the fiscal year of the Borrower, unaudited consolidated balance sheets of the Borrower and its Subsidiaries and related statements of income and cash flows, in each case showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of its Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, together with a comparison of such information with the written projections furnished by the Borrower to the Agent and with the results for such period in the previous fiscal year, all certified by a Responsible Officer as presenting fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries on a consolidating or consolidated basis, as the case may be, in accordance with generally accepted accounting principles consistently applied, subject to normal year-end adjustments; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed it with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid commission, or with any national securities exchange (other than those on Form 11-K or any successor form); providedexchange, that documents required to be delivered under this clause (d) which are made available on as the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, any material loan or financing agreements as the Administrative Agent or any Lender Bank may reasonably request.; (f) furnish to the Agent promptly after the same is available, copies of all material pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the Guarantors in connection with any litigation or other proceeding described in Section 5.01A hereof; (g) immediately upon obtaining actual knowledge thereof, notice of any Liquidity Termination Event and/or Purchase Termination Event (as such term is defined in the Receivables Agreement Documents) or termination of any of the NBGL Documents; (i) upon the request of the Agent, furnish to the Agent the Daily Reports delivered under the Receivables Agreement and (ii) furnish to the Agent after the same is available, the Settlement Reports delivered under the Receivables Agreement and any information furnished by NBGL to the Borrower or CPS under any of the NBGL Documents; (i) promptly upon receipt thereof, copies of all final financial reports, if any, submitted to the Borrower or any of its Subsidiaries by its auditors, in connection with each annual or interim audit or review of its books by such auditors; (j) written notice in the event that the Bank Termination Date and/or WINDMILL Termination Date under the Liquidity Agreement has occurred or shall be scheduled to occur within 365 days; and

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 6.03(a) or (b) above6.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 7.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptlypromptly upon request, from time (i) all documentation and other information that any Lender reasonably requests through the Administrative Agent in order to timecomply with obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the Borrower and its Subsidiaries, or any Significant Subsidiary (including the operations, business affairs and financial condition of compliance by the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementthe Loan Documents, as any Lender shall reasonably request through the Administrative Agent (it being understood that, in the case of this clause (ii), the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section 6.03 (other than Section 6.03(c) or 6.03(e)(i)) shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been publicly posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on an Approved Electronic Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any Lender of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or the respective securities of any of the foregoing for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Approved Electronic Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Approved Electronic Platform not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 8.03(a) or (b) above8.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 9.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptlypromptly upon request, from time (i) all documentation and other information that any Lender reasonably requests through the Administrative Agent in order to timecomply with obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the Borrower and its Subsidiaries, or any Significant Subsidiary (including the operations, business affairs and financial condition of compliance by the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementthe Loan Documents, as any Lender shall reasonably request through the Administrative Agent (it being understood that, in the case of this clause (ii), the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section 8.03 (other than Section 8.03(c) or 8.03(e)(i)) shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been publicly posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on an Approved Electronic Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any Lender of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or the respective securities of any of the foregoing for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Approved Electronic Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Approved Electronic Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each Lender:(which will promptly furnish such information to the Lenders): (a) within 90 120 days after the end of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and owners’ equity showing the financial condition and results of operations position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement sheet and related statements of income operations and statement of cash flows showing the financial condition position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the 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 the General Partner or a Financial Officer of the Borrower, on behalf of the Borrower, as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) (x) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of the General Partner or a Financial Officer of the Borrower (i) 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 theretothereto and (ii) setting forth a computation of the Financial Performance Covenants in detail reasonably 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 6.10 or 6.11 (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other available reports, stockholders reports and proxy statements that and, to the extent requested by the Administrative Agent, other materials filed by the Borrower shall have sent or any of its Relevant Subsidiaries with the SEC, or distributed to its stockholders generally, if and as applicable; (e) (i) upon the consummation of any Permitted Business Acquisition, the acquisition of any Relevant Subsidiary or any Person becoming a Relevant Subsidiary, in each case if the aggregate consideration for such transaction exceeds U.S. $5.0 million, or the reasonable request of the Administrative Agent (but not, in the case of such request, more often than annually), an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to Section 4.02(e), this paragraph (e) or Section 5.10(e) and (ii) concurrently with the delivery of financial statements under Section 5.04(a), a certificate executed by a Responsible Officer of the Borrower certifying compliance with Section 5.02(c) and providing evidence of such compliance, including without limitation copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents flood hazard determination forms required to be delivered under this clause pursuant to Section 5.02(c); (df) which are made available on promptly, a copy of all reports submitted to the internet via the ▇▇▇▇▇, board of directors (or any successor, system committee thereof) of the Securities and Exchange Commission shall be deemed delivered; andBorrower or any of its Relevant Subsidiaries in connection with any material interim or special audit made by independent accountants of the books of the Borrower or any of its Relevant Subsidiaries; (eg) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)of its Relevant Subsidiaries, or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (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 or any Lender may shall reasonably request; (i) concurrently with any delivery of financial statements under (a) or (b) above, a report of gas gathering output and throughput with respect to the Pipeline Systems and Processing Plants; and (j) 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 Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each Lender: (a) within 90 75 days after the end of each fiscal year, a consolidated balance sheetsheet and related consolidated statements of operations, statement of income and statement of cash flows and stockholders’ equity showing the consolidated financial condition of GrafTech and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of GrafTech and the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 40 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related consolidated statements of operations, statement of income and statement of cash flows and stockholders’ equity showing the consolidated financial condition of GrafTech and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified on behalf of GrafTech by a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of GrafTech and the Borrower, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a such accountants or of GrafTech signed by one of its Financial Officer of the Borrower Officers opining on or certifying (which certificate, when furnished by such accountants, may be limited to accounting matters and disclaim responsibility for legal interpretations) (A) 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, (B) as to computations which are set forth in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10 and 6.11 and (C) as to the amount of Available Disposition Proceeds, Equity Proceeds and Foreign Transfers as of the last day of the fiscal period reported on in such financial statements and setting forth computations in detail reasonably satisfactory to the Administrative Agent showing all transactions or other events increasing or decreasing such amounts (it being understood that the information required by clauses (B) and (C) may be provided in a certificate of GrafTech signed by one of its Financial Officers instead of from such accountants); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the Borrower shall have sent to its stockholders generallyextent requested by the Administrative Agent, and copies of all registration statements other publicly available materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 GrafTech or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than those on Form 11-K e) if, as a result of any change in accounting principles used for financial reporting by in accordance with Section 1.04(a)(ii) or any successor formother change in accounting principles and policies from those as in effect on the date of this Agreement, the consolidated financial statements of GrafTech and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such paragraphs had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by GrafTech signed by one of its Financial Officers reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget of GrafTech on a consolidated basis for such fiscal year; (g) promptly following the creation of or the initial acquisition of any equity interest in any Subsidiary, a certificate of GrafTech signed by a Responsible Officer of GrafTech identifying such new Subsidiary and the ownership interest of GrafTech and the Subsidiaries therein; (h) within 90 days after the beginning of each fiscal year, and within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or, in each case, sooner if available); provided, a balance sheet and related statements of operations, cash flows and stockholder’s equity, for such fiscal year or such fiscal quarter and the fiscal year to date through the end of such fiscal quarter, respectively, for each Unrestricted Subsidiary and for each minority interest in respect of which the Loan Parties shall, directly or indirectly, have an aggregate outstanding Investment in excess of $5,000,000; (i) promptly, a copy of all final reports submitted in connection with any material interim or material special audit made by independent accountants of the books of GrafTech or any Subsidiary; (j) within 180 days after the beginning of each fiscal year, the statutory accounts of Swissco for such fiscal year, audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized standing internationally or in Switzerland acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that documents such accounts present the financial condition and results of operations of Swissco in accordance with Swiss auditing standards; (k) within 120 days after the beginning of each fiscal year, each Borrower shall deliver to the Administrative Agent a bring-down Perfection Certificate of such Borrower signed by one of its Financial Officers setting forth any information required to be so that the Perfection Certificate(s) delivered under this clause (d) which are made available the Security Agreements on the internet via the ▇▇▇▇▇, or any successor, system Effective Date shall be complete and correct as of the Securities date of such bring-down Perfection Certificate; (l) promptly following any request therefor, all documentation and Exchange Commission shall be deemed deliveredother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA. Patriot Act; and (em) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower GrafTech or any Significant Subsidiary), Subsidiary or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, or such financial statements showing the results of operations of any Unrestricted Subsidiary, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request. Information required to be delivered pursuant to Section 5.04(d) shall be deemed to have been delivered on the date on which GrafTech provides notice to the Administrative Agent that such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇.▇▇▇, or at another website identified in such notice and accessible by the Lenders without charge, provided that such notice may be included in a certificate delivered pursuant to Section 5.04(c).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 8.03(a) or (b) above8.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 9.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptlypromptly upon request, from time (i) all documentation and other information that any Lender reasonably requests through the Administrative Agent in order to timecomply with obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the Borrower and its Subsidiaries, or any Significant Subsidiary (including the operations, business affairs and financial condition of compliance by the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementthe Loan Documents, as any Lender shall reasonably request through the Administrative Agent (it being understood that, in the case of this clause (ii), the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section 8.03 (other than Section 8.03(c) or 8.03(e)(i)) shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been publicly posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on an Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any Lender of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or the respective securities of any of the foregoing for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Electronic System designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of operations, statement of income members' equity interest and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers LLP Coopers & Lybr▇▇▇ L.L.P. or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of operations, statement of income members' equity interest and statement of cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the 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 in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a letter of the accounting firm or certificate of the Financial Officer reporting on or certifying such statements (which letter, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) a Ratio Certificate and (ii) a certificate reporting that they are unaware that any Event of a Financial Officer Default has occurred, in the case of the Borrower accounting firm, or certifying that no Event of Default or Default has occurred occurred, in the case of the Financial Officer 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and 6.12; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system as the case may be; (e) prior to the beginning of each fiscal year, a copy of the Securities budget for its consolidated balance sheet and Exchange Commission shall be deemed deliveredrelated statements of income and cash flows for each quarter of such fiscal year; and (ef) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of Holdings, the Borrower or any Significant Subsidiary), or 57 52 compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agent and each Lenderof the Lenders: (a) within 90 days after the end of each fiscal year, a the Borrower's consolidated balance sheet, sheet and related statement of income and statement of cash flows flows, showing the financial condition and results of operations of the Borrower and its the Guarantors on a consolidated Subsidiaries basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower to be audited for the fiscal year then ended, all audited Borrower and the Guarantors by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than with respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Guarantors on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters quarters, the Borrower's consolidated balance sheets and related statements of each income and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a consolidated balance sheet, statement of income and statement of cash flows showing Financial Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to absence of footnotes and normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying such statements (i) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.04, 6.05, 6.10 and 6.14; (d) promptlycommencing with the first fiscal month following the Closing Date, as soon as available, but no more than 30 days after the end of each month, (i) the unaudited monthly cash flow reports, consolidated balance sheet and related statements of income of the Borrower and its Guarantors on a consolidated basis and as of the close of such fiscal month and the results of their becoming operations during such month and the then elapsed portion of the fiscal quarter and (ii) a monthly report detailing professional fees and expenses that have been billed and paid or billed but unpaid to date, the accumulated "hold-back" of professional fees and expenses to date, material adverse changes (if any) to the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole, and any material adverse developments in any material litigation to which the Borrower or the Guarantors are a party; (e) as soon as possible, and in any event within 45 days of the Closing Date, a consolidated pro forma balance sheet of the Borrower's and the Guarantors' financial condition as of the Filing Date; (f) promptly after the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (g) as soon as available and in any event (A) within 30 days after the Borrower shall have sent or any of its ERISA Affiliates knows or has reason to its stockholders generally, and copies know that any Termination Event described in clause (i) of all registration statements filed by the definition of Termination Event with respect to any Single Employer Plan of the Borrower under or such ERISA Affiliate has occurred and (B) within 10 days after the Securities Act of 1933, as amended (other than registration statements on Form S-8 Borrower or any registration of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement filed in connection with of a dividend reinvestment plan), Financial Officer of the Borrower describing the full details of such Termination Event and regular and periodic reportsthe action, if any, which the Borrower shall have or such ERISA Affiliate is required or proposes to take with respect thereto, together with any notices required or proposed to be given to or filed with or by the Securities Borrower, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto; (h) promptly and Exchange Commission (in any event within 10 days after receipt thereof by the Borrower or any governmental agency of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or agencies substituted therefor) under Section 13 or Section 15(d) any such ERISA Affiliate of the Securities PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (i) if requested by the Agent, promptly and Exchange Act in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of 1934, as amended, or each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with any national securities exchange (other than those on Form 11-K respect to each Single Employer Plan of the Borrower or any successor form); provided, that documents of its ERISA Affiliates; (j) within 10 days after notice is given or required to be delivered given to the PBGC under this Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (k) promptly and in any event within 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (dA), (B) or (C) above; (i) on or prior to each Cash Forecast Delivery Date, (ii) within three Business Days of any request therefor by the Administrative Agent (which are made available may be given up to once per week) (iii) within three Business Days after a Reduction Event or (iv) subject to the immediately succeeding sentence, at the Borrower's option at any time, a Cash Forecast for the 13-week period commencing on the internet via the ▇▇▇▇▇, or any successor, system Monday of the Securities and Exchange Commission next succeeding calendar week, which Cash Forecast shall become an "Approved Cash Forecast" if approved by the Required Lenders within three Business Days of the delivery thereof (provided that any Cash Forecast that is not objected to by the Required Lenders within three Business Days of the delivery thereof shall be deemed delivered; andto have been timely approved by the Required Lenders). The Borrower may deliver a Cash Forecast for approval by the Required Lenders at any time. The Borrower may at any time designate any Weekly Cash Forecast as the Cash Forecast delivered pursuant to this subsection; (em) on Tuesday of each week, a Cash Forecast for the 13 weeks commencing with the immediately following week (a "Weekly Cash Forecast"), together with (i) a reconciliation of such forecast against the forecast delivered the previous week, (ii) a reasonably detailed explanation of any variance between the current forecast and such previously delivered forecast and (iii) reasonably detailed calculations demonstrating compliance with Sections 6.04 and 6.05; (n) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Guarantor, or compliance with the terms of this Agreement, any material loan or financing agreements as the Administrative Agent or Agent, at the request of any Lender Lender, may reasonably request; and (o) furnish to the Agent and its counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the Guarantors with the Bankruptcy Court in the Cases, or distributed by or on behalf of the Borrower or any of the Guarantors to any official committee appointed in the Cases.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP KPMG Peat Marwick LLC or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of UCAR, the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by a Financial Officer one of its ▇▇▇▇▇ cial Officers on behalf of the Borrower as fairly presenting the financial condition and results of operations of UCAR, the Borrower, as Borrower and the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or Financial Officer on behalf of the Borrower 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and 6.12 (it being understood that the information required by this clause (ii) may be provided in a certificate of a Financial Officer on behalf of the Borrower instead of from such accounting firm); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the extent requested by the Administrative Agent, other materials filed by UCAR, the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than e) if, as a result of any change in accounting principles and policies from those as in effect on Form 11-K the date of this Agreement, the consolidated financial statements of UCAR, the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above 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 paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget for such fiscal year; (g) promptly following the creation or acquisition of any Subsidiary, a certificate of the Borrower signed by a Responsible Officer of the Borrower, identifying such new Subsidiary and the ownership interest of the Borrower and the Subsidiaries therein; (h) simultaneously with the delivery of any financial statements pursuant to paragraph (a) or (b) above, a balance sheet and related statements of operations, cash flows and stockholder's equity for each unconsolidated Subsidiary for the applicable period; (i) promptly, a copy of all reports submitted in connection with any material interim or special audit made by independent accountants of the books of UCAR, the Borrower or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredSubsidiary; and (ej) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of UCAR, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, or such financial statements showing the results of operations of any Unrestricted Subsidiary, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”).

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a the consolidated and consolidating balance sheet, statement sheet and related statements of income and statement of cash flows showing the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers KPMG Peat Marwick LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a the consolidated balance sheet, statement sheet and related statements of income and statement of cash flows showing the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying such 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, (ii) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of a Financial Officer certifying such statements setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.08, 6.09 and 6.10, and (iii) in the case of paragraph (a) above, a report of the accounting firm opining on such financial statements stating that in the course of its regular audit of the financial statements of Holdings and its 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, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 Holdings or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (other than those on Form 11-K or any successor formtrustee, agent or other representative therefor); provided, that documents required to be delivered under this clause as the case may be; (de) which are made available on promptly after the internet via receipt thereof by Holdings, the ▇▇▇▇▇, Borrower or any successorof their respective Subsidiaries, system 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 30 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 Securities Borrower's business units and Exchange Commission shall be deemed deliveredsources 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 five 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 Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of Holdings, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.02(f) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLP Arth▇▇ ▇▇▇e▇▇▇▇ & Co. or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its unaudited consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Borrower on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of notes; (c) concurrently with any delivery of any such financial statements under paragraph (a) or (b) abovestatements, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer (and, in the case of any financial statements being delivered under clause (a) above, a certificate of the Borrower opining accounting firm, which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations), (i) 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (A) compliance with the covenants contained in Sections 6.13 and 6.14 and (B) the Applicable Percentage based upon the Leverage Ratio; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders, as the case may be; (other e) as soon as available, and in any event no later than those on Form 1195 days after the end of each fiscal year thereafter, historical summary data for the immediately preceding year and forecasted financial projections and summary data through the end of the then-K or any successor formcurrent fiscal year, in substantially the same form and format as set forth in the Confidential Information Memorandum (including a specification of the underlying assumptions and management's discussion of historical results); provided, that documents required all certified by a Financial Officer of the Borrower to be a fair summary of such entity's results and such entity's good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; (f) upon the earlier of (i) 95 days after the end of each fiscal year of the Borrower and (ii) the date on which the financial statements with respect to such period are delivered under this pursuant to clause (da) which are made available on the internet via the ▇▇▇▇▇above, or any successor, system a certificate of a Financial Officer of the Securities Borrower setting forth, in detail satisfactory to the Administrative Agent, the calculation and Exchange Commission shall be deemed deliveredamount of Excess Cash Flow, if any, for such period; and (eg) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Borrower, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of Holdings and the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated and consolidating balance sheet, statement sheet and related statements of income and statement of cash flows showing the financial condition of each of Holdings and results of operations of the Borrower and its their respective consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers Ernst & Young, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of each of Holdings and the Borrower and its their respective consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated and consolidating balance sheet, statement sheet and related statements of income and statement of cash flows showing the financial condition of each of Holdings and results of operations of the Borrower and its their respective consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of each of Holdings and the Borrower, as the case may be, Borrower and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under paragraph subparagraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower opining on or certifying such 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, setting forth 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 6.04(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, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 Holdings or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to holders of any Material Indebtedness pursuant to the terms of the documentation governing such Indebtedness (other than those on Form 11-K or any successor formtrustee, agent or other representative therefor); provided, that documents required to be delivered under this clause as the case may be; (de) which are made available on promptly after the internet via receipt thereof by Holdings, the ▇▇▇▇▇, Borrower or any successorof their respective Subsidiaries, system 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 30 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 Securities Borrower's business units and Exchange Commission shall be deemed deliveredsources 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 Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of Holdings, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (A) 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, (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any "management letter" received by any such person from its certified public accountants and the management's response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) promptly, following a 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.

Financial Statements, Reports, etc. In the case of the BorrowerCompany, furnish to the Administrative Agent and each Lender: (a) within 90 100 days after the end of each fiscal year, a its audited consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flow, showing the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such subsidiaries during such year, all audited by PricewaterhouseCoopers LLP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Company on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its unaudited consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flow, showing the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Company on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the covenants contained in Sections 6.06, 6.11, 6.12 and 6.13; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed it with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed deliveredcase may be; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower Company or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 8.03(a) or (b) above8.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 9.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptlypromptly upon request, from time (i) all documentation and other information that any Lender reasonably requests through the Administrative Agent in order to timecomply with obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the Borrower and its Subsidiaries, or any Significant Subsidiary (including the operations, business affairs and financial condition of compliance by the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementthe Loan Documents, as any Lender shall reasonably request through the Administrative Agent (it being understood that, in the case of this clause (ii), the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section 8.03 (other than Section 8.03(c) or 8.03(e)(i)) shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been publicly posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on an Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any Lender of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or the respective securities of any of the foregoing for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Electronic System designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agent and each Lenderof the Banks: (a) within 90 days after the end of each fiscal year, a the Borrower's consolidated balance sheet, sheet and related statement of income and statement of cash flows flows, showing the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated Subsidiaries basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower to be audited for the fiscal year then ended, all audited Borrower and its Subsidiaries by PricewaterhouseCoopers Arthur Andersen LLP or other independent public accountants of recognized national re▇▇▇▇▇▇e▇ ▇▇▇▇▇nal standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than with respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters quarters, the Borrower's consolidated balance sheets and related statements of each income and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a consolidated balance sheet, statement of income and statement of cash flows showing Financial Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (ci) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying such statements (A) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.03, 6.04, 6.05 and 6.10 and (ii) concurrently with any delivery of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, specifying the nature thereof and all relevant facts with respect thereto; (d) promptlyas soon as available, but no more than 45 days after the end of each month, the unaudited monthly cash flow reports of the Borrower and its Subsidiaries on a consolidated basis and as of the close of such fiscal month and the results of their becoming operations during such month and the then elapsed portion of the fiscal quarter together with monthly financial projections for the following six fiscal month period; (e) as soon as possible, and in any event within 45 days of the Closing Date, a consolidated pro forma balance sheet of the Borrower's and its Subsidiaries' financial condition as of February 2, 2002; (f) promptly after the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (g) as soon as available and in any event (A) within 30 days after the Borrower shall have sent or any of its ERISA Affiliates knows or has reason to its stockholders generally, and copies know that any Termination Event described in clause (i) of all registration statements filed by the definition of Termination Event with respect to any Single Employer Plan of the Borrower under or such ERISA Affiliate has occurred and (B) within 10 days after the Securities Act of 1933, as amended (other than registration statements on Form S-8 Borrower or any registration of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement filed in connection with of a dividend reinvestment plan), Financial Officer of the Borrower describing such Termination Event and regular and periodic reportsthe action, if any, which the Borrower shall or such ERISA Affiliate proposes to take with respect thereto; (h) promptly and in any event within 10 days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or any such ERISA Affiliate of the PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have filed a trustee appointed to administer any such Plan; (i) if requested by the Agent, promptly and in any event within 30 days after the filing thereof with the Securities and Exchange Commission Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of the Borrower or any governmental agency of its ERISA Affiliates; (j) within 10 days after notice is given or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered given to the PBGC under this Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (k) promptly and in any event within 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (dA), (B) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and(C) above; (el) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Guarantor, or compliance with the terms of this Agreement, any material loan or financing agreements as the Administrative Agent or Agent, at the request of any Lender Bank, may reasonably request; and (m) furnish to the Agent and its counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the Guarantors with the Bankruptcy Court in the Cases, or distributed by or on behalf of the Borrower or any of the Guarantors to any official committee appointed in the Cases.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, each Senior Agent and each Lender: (a) in the case of SSCC, within 90 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of operations, statement of income stockholders’ equity and statement of cash flows flows, showing the financial condition and results of operations of the Borrower SSCC and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such fiscal year, all audited by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants auditors of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of SSCC and the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with U.S. GAAP; (b) in the case of SSCC, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its unaudited consolidated balance sheetsheet and related statements of operations, statement stockholders’ equity and cash flows, showing the financial condition of income SSCC and statement its consolidated Subsidiaries as of cash flows showing the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year (it being understood that such information shall be in reasonable detail and certified by a Financial Officer of SSCC, as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended SSCC and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Subsidiaries on a consolidated basis in accordance with U.S. GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of notes); (c) concurrently with any delivery of financial statements of SSCC under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of SSCC (i) certifying that, after reasonable inquiry, to the Borrower certifying that knowledge of such Financial Officer no Default or Event of Default or Default has occurred or, if such a Default or 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Senior Agents of the ratios contemplated by the definition of the term “Applicable Rate” and demonstrating compliance with the covenants contained in Sections 7.01, 7.02, 7.03, 7.04, 7.06, 7.13, 7.14 and 7.15 and, in the case of any such certificate delivered in connection with any delivery of financial statements of SSCC under paragraph (a) above for the fiscal year ended on or after December 31, 2005, of the Excess Cash Flow for the latest fiscal year covered thereby; (d) promptlyconcurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm opining on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) stating that during the course of their examination of such financial statements, they obtained no knowledge of any Default or Event of Default, except as specified in such certificate; (e) promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended other materials (other than (i) the exhibits to registration statements and (ii) any registration statements on Form S-8 or its equivalent) filed by SSCC or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which of the Borrower shall have filed Subsidiaries with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsuch Commission, or with any national securities exchange commission of any Canadian province, or with any Canadian or U.S. securities exchange, or distributed to any such Person’s shareholders (other than those on Form 11-K to SSCC or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities Subsidiaries), as the case may be; (f) in the case of SSCC, as soon as available, and Exchange Commission shall be deemed deliveredin any event no later than 90 days after the end of each fiscal year, a consolidated annual plan, prepared in accordance with SSCC’s normal accounting procedures applied on a consistent basis, for the next fiscal year of SSCC; and (eg) promptly, promptly from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of SSCC and the Borrower or any Significant Subsidiary)Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as any Senior Agent, the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: Agent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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; , (dii) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that setting forth computations in reasonable detail satisfactory to the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or Administrative Agent demonstrating compliance with the terms covenant contained in Section 7.05(a) and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of this Agreement, as the Administrative Agent or any Lender may reasonably request.audited financial statements 44

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agents, Tranche C Agent and each Lender: (a) of the Lenders: within 90 days after the end of each fiscal year, a the Parent's consolidated balance sheet, sheet and related statement of income and statement of cash flows flows, showing the financial condition of the Borrower, the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower and its consolidated Subsidiaries as of and Parent to be audited for the fiscal year then ended, all audited Parent by PricewaterhouseCoopers LLP Deloitte and Touche LP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than with respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of the Parent to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Borrower, the Parent and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) ; within 45 days after the end of each of the first three fiscal quarters of each fiscal yearquarters, a the Parent's consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flows, showing the financial condition of the Borrower, the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations of the Borrower and its consolidated Subsidiaries as of and for the during such fiscal quarter then ended and the then elapsed portion of the fiscal year, all each certified by a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower, as the case may be, Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; adjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying such statements (A) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agents and the Tranche C Agent demonstrating compliance with the provisions of Sections 6.03, 6.04, 6.05, 6.10, 6.11 and 6.13 and (ii) concurrently with any delivery of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower, the Parent and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, specifying the nature thereof and all relevant facts with respect thereto; ; as soon as available, but no more than 30 days after the end of each fiscal month (di) promptlythe unaudited monthly cash flow reports, consolidated balance sheets and related statements of income of the Borrower and its Subsidiaries on a consolidated basis and as of the close of such fiscal month and the results of their operations during such month and the then elapsed portion of the fiscal quarter, (ii) an updated 13-week rolling cash flow projection together with a weekly reconciliation of such cash flows to actual weekly results, (iii) a monthly report detailing professional fees and expenses that have been billed and paid or billed but unpaid to date, the accumulated "hold-back" of professional fees and expenses to date, material adverse events or changes (if any) to the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole and material litigation (if any), and (iv) other than for fiscal months for which such certificate would be duplicative of a certificate delivered pursuant to Section 5.01(c), a certificate of a Financial Officer as to calculations setting forth in reasonable detail satisfactory to the Agents and the Tranche C Agent compliance with the provisions of Sections 6.04 and 6.05; as soon as possible, and in any event within 30 days of the Closing Date, a consolidated pro forma balance sheet of the Parent's and its Subsidiaries' financial condition as of the Filing Date; promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; as soon as available and in any event (A) within 30 days after the Borrower shall have sent or any of its ERISA Affiliates knows or has reason to its stockholders generally, and copies know that any Termination Event described in clause (i) of all registration statements filed by the definition of Termination Event with respect to any Single Employer Plan of the Borrower under or such ERISA Affiliate has occurred and (B) within 10 Business Days after the Securities Act of 1933, as amended (other than registration statements on Form S-8 Borrower or any registration of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement filed in connection with of a dividend reinvestment plan), Financial Officer of the Borrower describing the full details of such Termination Event and regular and periodic reportsthe action, if any, which the Borrower shall have or such ERISA Affiliate is required or proposes to take with respect thereto, together with any notices required or proposed to be given to or filed with or by the Securities Borrower, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto; promptly and Exchange Commission (in any event within 10 Business Days after receipt thereof by the Borrower or any governmental agency of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or agencies substituted therefor) under Section 13 or Section 15(d) any such ERISA Affiliate of the Securities PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; if requested by either Agent (in consultation with the other Agent) or the Tranche C Agent, promptly and Exchange Act in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of 1934, as amended, or each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with any national securities exchange (other than those on Form 11-K respect to each Single Employer Plan of the Borrower or any successor form)of its ERISA Affiliates; provided, that documents within 10 Business Days after notice is given or required to be delivered given to the PBGC under this Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; promptly and in any event within 10 Business Days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (dA), (B) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered(C) above; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Guarantor, or compliance with the terms of this Agreementany material loan or financing agreement as the Agents, at the request of any Tranche A Lender or Tranche B Lender, or the Tranche C Agent, at the request of any Tranche C Lender, may reasonably request; furnish to the Initial Lenders and their counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the Guarantors with the Bankruptcy Court in the Cases, or distributed by or on behalf of the Borrower or any of the Guarantors to any official committee appointed in the Cases; on the fifth Business Day following the end of (i) each calendar month, a certificate of an Officer of the Borrower stating that the Borrower is monitoring its usage of each Slot identified on Schedule 5.01(n), as the Administrative same shall be amended from time-to-time pursuant to Section 5.13(c), and is conducting its operations in a manner such that the Borrower should be able to meet the Use or Lose Rule for such Slots with respect to the applicable two-month FAA reporting Period; (ii) each calendar month in which the Borrower does not file with the FAA a report pursuant to 14 C.F.R. Part 93, a report in detail reasonably satisfactory to the Agents and the Tranche C Agent showing, for each airport listed on such Schedule 5.01(n), as same shall be amended from time-to-time pursuant to Section 5.13(c), the number of Slots held at that airport by applicable hour or half-hour allocation period (and, if applicable, separately setting forth those Slots that are designated as arrivals or departures) and the total number of operations the Borrower has conducted in each such allocation period during the one-month period covered by such report; provided, that if Borrower engages in any Lender temporary trade, transfer, exchange or lease (collectively, a "Transfer") of a Slot identified on Schedule 5.01(n), as then in effect, the Borrower shall provide the Agents and the Tranche C Agent such information as the Agents and the Tranche C Agent may from time-to-time reasonably requestrequest regarding such Transfer; and (iii) each calendar month in which the Borrower files with the FAA a report on Slot utilization pursuant to 14 C.F.R. Part 93, a copy of such report, and a summary thereof, if reasonably requested by the Agents, in a format reasonably acceptable to the Agents and the Tranche C Agent; on the fifth Business Day following the end of each calendar month, (i) a certificate of an Officer of the Borrower stating that the Borrower is conducting its operations and monitoring its usage of each Primary Foreign Slot identified on Schedule 1.01(b), as the same shall be updated from time to time pursuant to Section 5.14(c) in a manner such that the Borrower should be able to meet the requisite 80%/20%, or other applicable utilization requirement, to retain its right to each such Primary Foreign Slot in the next comparable scheduling season; and (ii) for each Primary Foreign Slot listed on Schedule 1.01(b), as such Schedule shall be updated from time to time pursuant to Section 5.14(c), a Primary Foreign Slot Utilization Report, in a format reasonably acceptable to the Agents and the Tranche C Agent, showing by day of week the number of times Borrower canceled a service utilizing each such Primary Foreign Slot during the current IATA scheduling season; and for each fiscal month ending from and after June 30, 2005, concurrently with the statements and reports delivered pursuant to Section 5.01(d), a report setting forth a reconciliation between the Borrower's (i) expenditures for fuel during such fiscal month and the projected fuel expenditures for such fiscal month set forth the updated business plan delivered to the Agents on June 14, 2005 and (ii) passenger unit revenues during such fiscal month and the projected passenger unit revenues for such fiscal month set forth the updated business plan delivered to the Agents on June 14, 2005.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each LenderAgents: (a) within 90 days after the end of each fiscal year, a the consolidated and combined balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers Coopers & ▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated SubsidiariesSubsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that such financial statements will contain footnotes or other information to the effect that: (i) Leasco's business consists of the purchase and lease of vehicles; (ii) ▇▇▇▇▇'▇ business consists of the issuance of commercial paper notes and of the making of loans to Leasco; and (iii) each of Leasco and ▇▇▇▇▇ is a separate corporate entity with its own separate creditors which, upon the liquidation of Leasco or ▇▇▇▇▇, as the case may be, on a consolidated basis will be entitled to be satisfied out of Leasco's or ▇▇▇▇▇'▇ assets, as applicable, prior to any value in accordance with GAAPLeasco or ▇▇▇▇▇ becoming available to Leasco's or ▇▇▇▇▇'▇ equity holders, as applicable; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a the consolidated and combined balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; (c) within 30 days after the end of each of the first two months of each fiscal quarter, the consolidated and combined balance sheet and related statements of income, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such month and the results of its operations and the operations of such Subsidiaries during such month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (d) concurrently with any delivery of financial statements under sub- paragraph (a), (b) or (bc) above, a certificate of 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) with respect to the financial statements delivered under sub-paragraph (a) or (b) above, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating whether or not there has been compliance with the covenants contained in Sections 6.11 through 6.13; (de) promptlywithin 12 days after the end of each calendar month (i) a certificate (a "Borrowing Base Certificate") showing the Borrowing Base as of the close of business on the last day of such calendar month, each such Certificate to be certified as complete and correct on behalf of the Borrower by a Financial Officer of the Borrower, and (ii) such supporting documentation and additional reports with respect to the Borrowing Base as the Collateral Agent shall reasonably request; (f) promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed deliveredcase may be; (g) Intentionally Omitted; and (eh) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, any Securitization Document or the Lease, as the Administrative Agent, the Collateral Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Deliver or cause to be delivered to the Administrative Agent Purchaser and each Lenderthe Trustee: (ai) as soon as available and in any event within 90 days after the end of each fiscal yearFiscal Year of the Originator, a consolidated balance sheet, statement sheet of the Originator as of the end of such year and statements of income and statement retained earnings and of cash flows showing the financial condition source and results application of operations funds of the Borrower and its consolidated Subsidiaries as of and Originator for the fiscal year then endedperiod commencing at the end of the previous Fiscal Year and ending with the end of such year, all audited in each case setting forth comparative figures for the previous Fiscal Year, certified without material qualification in a manner satisfactory to the Purchaser and the Trustee by PricewaterhouseCoopers LLP Ernst & Young or other nationally recognized, independent public accountants acceptable to the Notice Persons, together with a certificate of recognized national standing such accounting firm stating that in the course of the regular audit of the business of the Originator, which audit was conducted in accordance with generally accepted auditing standards in the United States, such accounting firm has obtained no knowledge that a Purchase Termination Event or Incipient Purchase Termination Event has occurred and accompanied by an is continuing, or if, in the opinion of such accountants accounting firm, such a Purchase Termination Event or Incipient Purchase Termination Event has occurred and is continuing, a statement as to the nature thereof; (ii) as soon as available and in any event within 45 days after the end of each fiscal quarter, quarterly balance sheets and quarterly statements of source and application of funds and quarterly statements of income and retained earnings of the Originator, certified by the chief financial or executive officer of the Originator (or of its general partner, if applicable) (which certification shall not be qualified in any material respect) to the effect state that such consolidated financial balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter, subject to year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of such chief financial or executive officer to the effect that no Purchase Termination Event or Incipient Purchase Termination Event has occurred and is continuing; and (iii) as soon as possible and in any event within three days after any officer of the Borrower Originator becomes aware of the occurrence of a Servicer Event of Default, a Purchase Termination Event or Incipient Purchase Termination Event or an event of default under the Retailer Credit Agreement or an event that, with the giving of notice or time elapse, or both, would constitute a Servicer Event of Default, an officer's certificate of the Originator setting forth details of such event and its consolidated Subsidiariesthe action that the Servicer or the Originator, as the case may be, on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject proposes to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 take with respect thereto; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP KPMG Peat Marwick or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of UCAR, the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by a one of its Financial Officer Officers on behalf of the Borrower as fairly presenting the financial condition and results of operations of UCAR, the Borrower, as Borrower and the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or Financial Officer on behalf of the Borrower 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 (it being understood that the information required by this clause (ii) may be provided in a certificate of a Financial Officer on behalf of the Borrower instead of from such accounting firm); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the extent requested by the Administrative Agent, other materials filed by UCAR, the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than e) if, as a result of any change in accounting principles and policies from those as in effect on Form 11-K the date of this Agreement, the consolidated financial statements of UCAR, the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above 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 paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget for such fiscal year; (g) promptly following the creation or acquisition of any Subsidiary, a certificate from a Responsible Officer, identifying such new Subsidiary and the ownership interest of the Borrower and the Subsidiaries therein; (h) simultaneously with the delivery of any financial statements pursuant to paragraph (a) or (b) above, a balance sheet and related statements of operations, cash flows and stockholder's equity for each unconsolidated Subsidiary for the applicable period; (i) promptly, a copy of all reports submitted in connection with any material interim or special audit made by independent accountants of the books of UCAR, the Borrower or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredSubsidiary; and (ej) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of UCAR, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, or such financial statements showing the results of operations of any Unrestricted Subsidiary, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request.

Financial Statements, Reports, etc. In the case of the BorrowerCompany, furnish to the Administrative Agent and each LenderBank: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flows, showing the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the results of its operations and the operations of such Subsidiaries during such year, all audited by PricewaterhouseCoopers LLP Coopers & Lybrand or other independent public accountants of recognized o▇ ▇▇▇▇gnized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Company on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flows, showing the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Company on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.05, 6.07 and 6.08; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed it with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed deliveredcase may be; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower Company or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) [reserved]; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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 the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents required to be delivered pursuant to Section 6.04(a) and (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent

Financial Statements, Reports, etc. In the case of the Borrower, furnish Deliver or cause to be delivered to the Administrative Agent and each LenderPurchaser: (ai) as soon as available and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year of the Parent, a balance sheet of the Consolidated Parent as of the end of such year and statements of income and retained earnings and of source and application of funds of the Seller for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case setting forth comparative figures for the previous Fiscal Year, certified without material qualification in a manner satisfactory to the Purchaser by Deloitte & Touche LLP or other nationally recognized, independent public accountants acceptable to the Purchaser, together with a certificate of such accounting firm stating that in the course of the regular audit of the business of the Seller, which audit was conducted in accordance with generally accepted auditing standards in the United States, such accounting firm has obtained no knowledge that a Seller Default or Seller Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, such a Seller Default or Seller Event of Default has occurred and is continuing, a statement as to the nature thereof; (ii) as soon as available and in any event within forty-five (45) days after the end of each fiscal yearquarter, a consolidated quarterly balance sheet, statement sheets and quarterly statements of source and application of funds and quarterly statements of income and statement of cash flows showing the financial condition and results of operations retained earnings of the Borrower and its consolidated Subsidiaries as Consolidated Parent, certified by the chief financial or executive officer of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants Consolidated Parent (which certification shall not be qualified in any material respect) to the effect state that such consolidated financial balance sheets and statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three for such fiscal quarters of each fiscal year, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPquarter, subject to normal year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of such chief financial or executive officer to the effect that no Seller Default or Seller Event of Default has occurred and is continuing; (ciii) concurrently with as soon as possible and in any delivery event within three days after any officer of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate the Seller becomes aware of the occurrence of a Financial Officer of the Borrower certifying that no Event of Servicer Default or Default has occurred or, if such an Event of a Seller Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.a

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: Agent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments; adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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; , (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05(a) and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed deliveredcase may be; and (e) [reserved]; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.; (g) promptly, following a 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 the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on 66

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (A) 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, (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any "management letter" received by any such person from its certified public accountants and the management's response thereto; and (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each Lender: (a) within 90 75 days after the end of each fiscal year, a consolidated balance sheetsheet and related consolidated statements of operations, statement of income and statement of cash flows and stockholders’ equity showing the consolidated financial condition of GrafTech and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of GrafTech and the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 40 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related consolidated statements of operations, statement of income and statement of cash flows and stockholders’ equity showing the consolidated financial condition of GrafTech and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified on behalf of GrafTech by a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of GrafTech and the Borrower, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a such accountants or of GrafTech signed by one of its Financial Officer of the Borrower Officers opining on or certifying (which certificate, when furnished by such accountants, may be limited to accounting matters and disclaim responsibility for legal interpretations) (A) 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, (B) as to computations which are set forth in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10 and 6.11 and (C) as to the amount of Available Disposition Proceeds, Equity Proceeds and Foreign Transfers as of the last day of the fiscal period reported on in such financial statements and setting forth computations in detail reasonably satisfactory to the Administrative Agent showing all transactions or other events increasing or decreasing such amounts (it being understood that the information required by clauses (B) and (C) may be provided in a certificate of GrafTech signed by one of its Financial Officers instead of from such accountants); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the Borrower shall have sent to its stockholders generallyextent requested by the Administrative Agent, and copies of all registration statements other publicly available materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 GrafTech or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than those on Form 11-K e) if, as a result of any change in accounting principles used for financial reporting by in accordance with Section 1.04(a)(ii) or any successor formother change in accounting principles and policies from those as in effect on the Effective Date, the consolidated financial statements of GrafTech and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such paragraphs had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by GrafTech signed by one of its Financial Officers reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget of GrafTech on a consolidated basis for such fiscal year; (g) promptly following the creation of or the initial acquisition of any equity interest in any Subsidiary, a certificate of GrafTech signed by a Responsible Officer of GrafTech identifying such new Subsidiary and the ownership interest of GrafTech and the Subsidiaries therein; (h) within 90 days after the beginning of each fiscal year, and within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or, in each case, sooner if available), a balance sheet and related statements of operations, cash flows and stockholder’s equity, for such fiscal year or such fiscal quarter and the fiscal year to date through the end of such fiscal quarter, respectively, for each Unrestricted Subsidiary and for each minority interest in respect of which the Loan Parties shall, directly or indirectly, have an aggregate outstanding Investment in excess of $5,000,000; (i) promptly, a copy of all final reports submitted in connection with any material interim or material special audit made by independent accountants of the books of GrafTech or any Subsidiary; (j) within 180 days after the beginning of each fiscal year, the statutory accounts of Swissco for such fiscal year, audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized standing internationally or in Switzerland acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such accounts present the financial condition and results of operations of Swissco in accordance with Swiss auditing standards; (k) within 180 days after the beginning of each fiscal year, the unaudited statutory accounts of Luxembourg Parent and, to the extent available, its covered subsidiaries for such fiscal year; providedand, in addition, if external audits of the statutory accounts of Luxembourg Parent, and, to the extent applicable, its covered subsidiaries, are available, as promptly as reasonably practicable thereafter; provided that documents any such external audit shall be conducted by PricewaterhouseCoopers LLP or other independent public accountants of recognized standing internationally or in Luxembourg acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such accounts present the financial condition and results of operations of Luxembourg Parent and, to the extent applicable, its covered subsidiaries in accordance with Luxembourg auditing standards; (l) within 180 days after the beginning of each fiscal year, the unaudited statutory accounts of Luxembourg Holdco and, to the extent available, its covered subsidiaries for such fiscal year; and, in addition, if external audits of the statutory accounts of Luxembourg Holdco, and, to the extent applicable, its covered subsidiaries, are available, as promptly as reasonably practicable thereafter; provided that any such external audit shall be conducted by PricewaterhouseCoopers LLP or other independent public accountants of recognized standing internationally or in Luxembourg acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such accounts present the financial condition and results of operations of Luxembourg Holdco and, to the extent applicable, its covered subsidiaries in accordance with Luxembourg auditing standards; (m) within 120 days after the beginning of each fiscal year, each Borrower that is a Domestic Subsidiary shall deliver to the Administrative Agent a bring-down Perfection Certificate of such Borrower signed by one of its Financial Officers setting forth any information required to be so that the Perfection Certificate(s) delivered under this clause (d) which are made available the Security Agreements on the internet via the ▇▇▇▇▇, or any successor, system Effective Date shall be complete and correct as of the Securities date of such bring-down Perfection Certificate; (n) promptly following any request therefor, all documentation and Exchange Commission shall be deemed deliveredother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (eo) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower GrafTech or any Significant Subsidiary), Subsidiary or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, or such financial statements showing the results of operations of any Unrestricted Subsidiary, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request. Information required to be delivered pursuant to Section 5.04(d) shall be deemed to have been delivered on the date on which GrafTech provides notice to the Administrative Agent that such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇.▇▇▇, or at another website identified in such notice and accessible by the Lenders without charge, provided that such notice may be included in a certificate delivered pursuant to Section 5.04(c).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP KPMG Peat Marwick LLC or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of UCAR, the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of UCAR, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by a one of its Financial Officer Officers on behalf of the Borrower as fairly presenting the financial condition and results of operations of UCAR, the Borrower, as Borrower and the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or Financial Officer on behalf of the Borrower 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and 6.12 (it being understood that the information required by this clause (ii) may be provided in a certificate of a Financial Officer on behalf of the Borrower instead of from such accounting firm); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the extent requested by the Administrative Agent, other materials filed by UCAR, the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than e) if, as a result of any change in accounting principles and policies from those as in effect on Form 11-K the date of this Agreement, the consolidated financial statements of UCAR, the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above 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 paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget for such fiscal year; (g) promptly following the creation or acquisition of any Subsidiary, a certificate of the Borrower signed by a Responsible Officer of the Borrower, identifying such new Subsidiary and the ownership interest of the Borrower and the Subsidiaries therein; (h) simultaneously with the delivery of any financial statements pursuant to paragraph (a) or (b) above, a balance sheet and related statements of operations, cash flows and stockholder's equity for each unconsolidated Subsidiary for the applicable period; (i) promptly, a copy of all reports submitted in connection with any material interim or special audit made by independent accountants of the books of UCAR, the Borrower or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredSubsidiary; and (ej) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of UCAR, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, or such financial statements showing the results of operations of any Unrestricted Subsidiary, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of operations, statement of income shareholders’ equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its unaudited consolidated balance sheet, statement sheet and related statements of income operations and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the results of its operations and the operations of such Subsidiaries 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 a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveof this Section, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) certifying that no Default or Event of Default or Default has occurred or, if such a Default or 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.12 and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (a) of this Section, setting forth the Borrower’s calculation of Excess Cash Flow; (d) promptlywithin 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) and, promptly when available, any significant revisions of such budget; (e) promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders, as the case may be; (other than those on Form 11-K or f) as soon as practicable and in any successor form); providedevent (i) within 10 Business Days after the receipt by the Borrower of the annual valuation report prepared for the ESOP for each fiscal year, that documents required commencing with the fiscal year ending September 30, 2004, deliver to be delivered under this clause the Administrative Agent a copy of such report, and (dii) which are made available on the internet via date that is the ▇▇▇▇▇, earlier of (x) 180 days after the date of any Permitted Acquisition with a purchase price in excess of $20,000,000 or any successor, system for which the Acquired Entity shall have 300 or more employees and (y) the second anniversary of the Securities delivery of the most recent repurchase liability study of the Borrower prepared for the ESOP, deliver to the Administrative Agent (with sufficient copies for each of the Lenders) copies of a repurchase liability study of the Borrower prepared for the ESOP as of a recent date, in each case in form and Exchange Commission shall be deemed deliveredsubstance reasonably acceptable to the Administrative Agent. (g) within 45 days after the end of the first and third fiscal quarters of the Borrower, a certificate of a Financial Officer of the Borrower listing each new Material Contract entered into since the Closing Date; (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 Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 6.03(a) or (b) above6.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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; (d) promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; thereto and (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (A) 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, (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07 and 6.08 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 105 days after the end of each fiscal yearyear of the Borrower, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, statement sheet and the related consolidated statements of income earnings and statement of cash flows showing its consolidated financial position as of the financial condition end of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and cash flows for the fiscal year then endedsuch year, all audited by PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) accounting firm to the effect that such consolidated financial statements present fairly present in all material respects the Borrower’s financial condition position and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, cash flows on a consolidated basis in accordance with GAAP; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated statements of earnings and cash flows, statement showing its consolidated financial position as of income the end of such fiscal quarter and statement the consolidated results of its operations and cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified year (and each delivery of such statements shall be deemed a representation by a Financial Officer of the Borrower as that such statements present fairly presenting in all material respects the Borrower’s financial condition position and results of operations of the Borrower, as the case may be, and cash flows on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (aSection 6.03(a) or (b) above6.03(b), (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 7.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptlypromptly upon request, from time (i) all documentation and other information that any Lender reasonably requests through the Administrative Agent in order to timecomply with obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the Borrower and its Subsidiaries, or any Significant Subsidiary (including the operations, business affairs and financial condition of compliance by the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementthe Loan Documents, as any Lender shall reasonably request through the Administrative Agent (it being understood that, in the case of this clause (ii), the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section 6.03 (other than Section 6.03(c) or 6.03(e)(i)) shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been publicly posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on an Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any Lender of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or the respective securities of any of the foregoing for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Electronic System designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and Agent, with copies for each Lenderof the Lenders: (a) within 90 105 days after the end of each fiscal Fiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the financial condition of the Borrowers and their subsidiaries as of the close of such Fiscal Year and the results of their operations during such year, (ii) a consolidated balance sheet, Consolidated statement of income shareholders' equity and a Consolidated statement of cash flows flow, as of the close of such Fiscal Year, comparing such financial condition and results of operations to such financial condition and results of operations for the comparable period during the immediately preceding Fiscal Year, all the foregoing financial statements to be audited by independent public accountants acceptable to the Administrative Agent (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board) and to be in form and substance acceptable to the Administrative Agent, (iii) consolidating income statements by market place as of the close of such Fiscal Year, such consolidating income statements to be in form and substance acceptable to the Agents, (iv) balance sheets and income statements showing the financial condition of Dedicated Dental as of the close of such Fiscal Year and the results of Dedicated Dental's operations during such year and (v) Dedicated Dental's statement of cash flow, as of the close of such Fiscal Year, comparing such financial condition and results of operations to such financial condition and results of operations for the comparable period during the immediately preceding Fiscal Year, in the case of clauses (iii), (iv) and (v), prepared and certified by the Financial Officer of the Borrowers as having been prepared in accordance with GAAP and, with respect to clause (iv), as presenting fairly the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal year then ended, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAPDedicated Dental; (b) within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal yearthe Borrowers, a consolidated (i) unaudited Consolidated balance sheet, statement of sheets and Consolidated income and statement of cash flows statements showing the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries their subsidiaries as of and the end of each such quarter, (ii) a Consolidated statement of shareholders' equity, (iii) a Consolidated statement of cash flow, in each case for the fiscal quarter then just ended and for the then elapsed portion period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such quarter, and comparing such financial condition and results of operations to the projections for the applicable period provided under paragraph (g) below and to the results for the comparable period during the immediately preceding Fiscal Year, (iv) consolidating income statements by market place as of the end of each such fiscal yearquarter, all such consolidating income statements to be in form and substance acceptable to the Agents, (v) balance sheets and income statements showing the financial condition and the results of operations of Dedicated Dental as of the end of each such quarter and (vi) Dedicated Dental's statement of cash flow for the fiscal quarter just ended and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such quarter, in each case prepared and certified by a the Financial Officer of each of the Borrower Borrowers as presenting fairly presenting the financial condition and results of operations of the BorrowerBorrowers and their subsidiaries, or of Dedicated Dental, as the case may be, on a consolidated basis and as having been prepared in accordance with GAAP, in each case subject to normal year-end audit adjustments; (c) within 30 days after the end of each month (i) unaudited Consolidated balance sheets and income statements showing the financial condition and results of operations of the Borrowers and their subsidiaries as of the end of each such month, (ii) a Consolidated statement of shareholders' equity, (iii) a Consolidated statement of cash flow, in each case for the month just ended and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such month, and comparing such financial condition and results of operations to the projections for the applicable period provided under paragraph (g) below and to the results for the comparable period during the immediately preceding Fiscal Year, (iv) income statements by market place as of the end of each such month, such financial statements to be in form and substance satisfactory to the Agents, (v) balance sheets and income statements showing the financial condition and the results of operations of Dedicated Dental as of the end of each such month and (vi) Dedicated Dental's statement of cash flow for the month just ended and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such month, in each case prepared and certified by the Financial Officer of the Borrowers as presenting fairly the financial condition and results of operations of the Borrowers and their subsidiaries, or of Dedicated Dental, as the case may be, and as having been prepared in accordance with GAAP, in each case subject to the absence of footnotes and normal year-end audit adjustments; (d) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Borrowers or any of their subsidiaries with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934; (i) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the Financial Officer of each of the Borrowers, which certificate shall certify that to the best of his or her knowledge no Default or Event of Default has occurred (including (i) a Ratio Certificate calculations demonstrating compliance, as of the dates of the financial statements being furnished, with the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof and (ii) appropriate schedules as may be requested by the Administrative Agent in support of such calculations, such schedules to be in substantially the form of Exhibit L annexed hereto) and, if such a certificate of a Financial Officer of the Borrower certifying that no Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or Default has occurred orproposed to be taken with respect thereto and, 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 shall in addition certify that in the course of preparing the audit and the certificate referred to herein, such accountants have not become aware of the occurrence of any other Default or Event of Default and, if such a Default or Event of Default has occurred, specifying the nature thereof; provided, however, that any certificate delivered concurrently with (a) above shall be signed by the Financial Officer of a Borrower; (df) promptlyconcurrently with any delivery under (a) above, any related management letter prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of any of the Borrowers and their subsidiaries; (g) within 30 days after the beginning of each Fiscal Year, a summary of business plans and financial operation projections (including, without limitation, with respect to Capital Expenditures) for the Borrowers and their becoming availablerespective subsidiaries for such Fiscal Year (including monthly balance sheets, statements of income and of cash flow) and annual projections through the Final Maturity Date prepared by management and in form, substance and detail (including, without limitation, principal assumptions) satisfactory to the Administrative Agent; (h) as soon as practicable, copies of all financial statements, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if anyforms, which filings, loan documents and financial information submitted to governmental agencies and/or its shareholders. (i) immediately upon becoming aware thereof, notice to the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) Administrative Agent of the Securities and Exchange Act breach by any party of 1934, as amended, or any material agreement with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredBorrowers; and (ej) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) [reserved]; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents required to be delivered pursuant to Section 6.04(a) and (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agent Agents and each Lenderof the Lenders: (a) within 90 days after the end of each fiscal year, a the Parent's consolidated balance sheet, sheet and related statement of income and statement of cash flows flows, showing the financial condition of the Borrower, the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower and its consolidated Subsidiaries as of and Parent to be audited for the fiscal year then ended, all audited Parent by PricewaterhouseCoopers LLP Deloitte and Touche LP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than with respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of the Parent to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Borrower, the Parent and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearquarters, a the Parent's consolidated balance sheet, statement sheets and related statements of income and statement of cash flows flows, showing the financial condition of the Borrower, the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations of the Borrower and its consolidated Subsidiaries as of and for the during such fiscal quarter then ended and the then elapsed portion of the fiscal year, all each certified by a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower, as the case may be, Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under paragraph (a) or and (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower certifying such statements (A) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agents demonstrating compliance with the provisions of Sections 6.03, 6.04, 6.05, 6.10, 6.11 and 6.13 and (ii) concurrently with any delivery of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower, the Parent and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, specifying the nature thereof and all relevant facts with respect thereto; (d) promptlyas soon as available, but no more than 30 days after the end of each fiscal month (i) the unaudited monthly cash flow reports, consolidated balance sheets and related statements of income of the Borrower and its Subsidiaries on a consolidated basis and as of the close of such fiscal month and the results of their becoming operations during such month and the then elapsed portion of the fiscal quarter, (ii) an updated 13-week rolling cash flow projection together with a weekly reconciliation of such cash flows to actual weekly results, and (iii) a monthly report detailing professional fees and expenses that have been billed and paid or billed but unpaid to date, the accumulated "hold-back" of professional fees and expenses to date, material adverse events or changes (if any) to the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole and material litigation (if any); (e) as soon as possible, and in any event within 30 days of the Closing Date, a consolidated pro forma balance sheet of the Parent's and its Subsidiaries' financial condition as of the Filing Date; (f) promptly after the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (g) as soon as available and in any event (A) within 30 days after the Borrower shall have sent or any of its ERISA Affiliates knows or has reason to its stockholders generally, and copies know that any Termination Event described in clause (i) of all registration statements filed by the definition of Termination Event with respect to any Single Employer Plan of the Borrower under or such ERISA Affiliate has occurred and (B) within 10 Business Days after the Securities Act of 1933, as amended (other than registration statements on Form S-8 Borrower or any registration of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement filed in connection with of a dividend reinvestment plan), Financial Officer of the Borrower describing the full details of such Termination Event and regular and periodic reportsthe action, if any, which the Borrower shall have or such ERISA Affiliate is required or proposes to take with respect thereto, together with any notices required or proposed to be given to or filed with or by the Securities Borrower, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto; (h) promptly and Exchange Commission (in any event within 10 Business Days after receipt thereof by the Borrower or any governmental agency of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or agencies substituted therefor) under Section 13 or Section 15(d) any such ERISA Affiliate of the Securities PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (i) if requested by either Agent (in consultation with the other Agent), promptly and Exchange Act in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of 1934, as amended, or each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with any national securities exchange (other than those on Form 11-K respect to each Single Employer Plan of the Borrower or any successor form); provided, that documents of its ERISA Affiliates; (j) within 10 Business Days after notice is given or required to be delivered given to the PBGC under this Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (k) promptly and in any event within 10 Business Days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (dA), (B) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed delivered; and(C) above; (el) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Guarantor, or compliance with the terms of this Agreement, any material loan or financing agreement as the Administrative Agent or Agents, at the request of any Lender Lender, may reasonably request; (m) furnish to the Initial Lenders and their counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the Guarantors with the Bankruptcy Court in the Cases, or distributed by or on behalf of the Borrower or any of the Guarantors to any official committee appointed in the Cases; (n) on the fifth Business Day following the end of each seven-day reporting period (or, with respect to the final report to be delivered in any two-month period, following the end of such two-month period), a slot utilization report conforming to the Slot Reporting Guidelines for the most recently completed reporting period, showing, for each airport and time allotment set forth in Schedule 5.01(n) as amended from time to time, the percentage utilization for the Slots for such airport during such time allotment for the cumulative period ending on the last day of such reporting period, certified by a Financial Officer of the Borrower and stating that the Borrower is conducting its operations and monitoring Slot usage in a manner such that the Borrower should be able to meet the Use or Lose Rule for such Slots with respect to the applicable two-month FAA reporting period.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each LenderBank: (a) within 90 120 days after the end of each fiscal yearyear of the Borrower, a consolidated balance sheet, statement of income and statement of cash flows showing the financial condition and results of operations sheets of the Borrower and its consolidated Subsidiaries subsidiaries, the related consolidated statements of operations and the related consolidated statements of stockholders' equity and cash flows, showing the financial condition of the Borrower and its consolidated subsidiaries as of and for the close of such fiscal year then endedand the results of its operations during such year, all such consolidated financial statements audited by PricewaterhouseCoopers and accompanied by the report thereon of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAPbasis; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, a consolidated balance sheetsheets and related consolidated statements of income, statement of income retained earnings and statement of cash flows flows, showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries as of and for the close of such fiscal quarter then ended and the results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower, as the case may be, Borrower on a consolidated basis in accordance with GAAPGAAP consistently applied, 49 45 subject to normal year-end audit adjustmentsadjustments and except for the absence of footnotes in the case of quarterly statements; (c) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the independent public accountants opining on or certifying such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that no Event of Default or Default has occurred or, if such an Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) concurrently with any delivery of financial statements under (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower opining on or certifying such statements (i) 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the covenants contained in Sections 6.01(a) and (b)(v), 6.03 and 6.05; (de) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsmaterial periodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its public shareholders, system of as the Securities and Exchange Commission shall be deemed deliveredcase may be; and (ef) promptly after the same become publicly available, copies of all material reports pertaining to any change in ownership filed by the Borrower or any Subsidiary with any Governmental Authority; and (g) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender Bank may reasonably request.. 50 46

Financial Statements, Reports, etc. In the case of Holdings and the Borrower, furnish to the Administrative Agent and or to each Lender: (a) within 90 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries as of and for the close of such fiscal quarter then ended and the results of its operations and the operations of such Subsidiaries 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 a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) [intentionally omitted]; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the Financial Officer certifying such statements (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.11, Section 6.12 and Section 6.13, 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; (de) promptly[intentionally omitted]; (f) within 90 days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following 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 following fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (g) promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that and other materials filed by Holdings, the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders, as the case may be; (other than those on Form 11-K h) promptly after the receipt thereof by Holdings, the Borrower or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities Subsidiaries, a copy of any "management letter" (whether in final or draft form) received by any such person from its certified public accountants and Exchange Commission shall be deemed deliveredthe management's response thereto; and (ei) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of Holdings, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to this Section 5.04 may be delivered by electronic mail; provided, that the Borrower shall deliver paper copies of such documents to the Administrative Agent upon request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and each LenderLender with respect to both the Borrower and ▇▇▇▇▇▇▇: (a) within 90 days after the end of each fiscal year, a consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries ▇▇▇▇▇▇▇ as of and for the close of such fiscal year then endedand the results of its operations during such year, all audited by PricewaterhouseCoopers LLP a "Big Six" or other independent public accountants of nationally recognized national standing accounting firm and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiariesor ▇▇▇▇▇▇▇, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheets and related statements of operations, statement of income stockholders' equity and statement of cash flows showing the financial condition and results of operations of the Borrower and its consolidated Subsidiaries ▇▇▇▇▇▇▇ as of and for the close of such fiscal quarter then ended and the results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, Borrower and ▇▇▇▇▇▇▇ on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a the accounting firm or Financial Officer of the Borrower 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 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; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under Borrower, ▇▇▇▇▇▇▇ and the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Loan Parties with the Securities and Exchange Commission (Commission, or any governmental agency Governmental Authority succeeding to any or agencies substituted therefor) under Section 13 or Section 15(d) all of the Securities and Exchange Act functions of 1934, as amendedsaid Commission, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary)Borrower, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or at the request of any Lender may reasonably request; and (f) within 30 days after the commencement of each fiscal year, operating projections of the Borrower or ▇▇▇▇▇▇▇ for such fiscal year; and (g) promptly upon receipt, copies of all financial reports and operating reports received from each Franchisee Loan Borrower, including, without limitation, those referred to in Paragraph 21(e) of the Building Loan Agreement.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) [reserved]; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents required to be delivered pursuant to Section 6.04(a) and (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 one hundred and five (105) days after the end of each fiscal year, a its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet, sheet and the related consolidated earnings statement of income and statement of cash flows showing the its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal year then endedduring such year, all audited by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Borrower and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the Borrower’s financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP; (b) within 45 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year, a its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheetsheet and related consolidated earnings statement, statement of income and statement of cash flows showing the its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations of the Borrower and its consolidated Subsidiaries as of and for the during such fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by year (and each delivery of such statements shall be deemed a Financial Officer of representation that such statements fairly present the Borrower as fairly presenting the Borrower’s financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower (i) 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 theretothereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 7.04 as of the last day of the period covered by such financial statements; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsreports on Form 8-K filed by it with the SEC, stockholders reports and proxy statements that or any Governmental Authority succeeding to any of or all the Borrower shall have sent to its stockholders generallyfunctions of the SEC, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required reports distributed to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredits shareholders; and (e) promptly, from time to time, such other information regarding as any Lender shall reasonably request through the Administrative Agent, including any additional information relating to the Consolidated Transaction Costs and Consolidated Cost Savings referred to in clauses (h) and (i), respectively, in the definition of the term “Consolidated EBITDA” (it being understood that the Borrower shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may be obtained) to the Administrative Agent that such information has been posted on the Borrower’s website on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any Significant Subsidiary of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (including w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the operationsword “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, business affairs the Arrangers, and financial condition of the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or any Significant Subsidiaryits securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.15), or compliance with ; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the terms of this Agreement, as Platform designated “Public Side Information;” and (z) the Administrative Agent or and the Arrangers shall be entitled to treat any Lender may reasonably requestBorrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) within 120 days after the end of fiscal 1997 and within 90 days after the end of each subsequent fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of AAMM, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal year then endedand the consolidated results of their operations during such year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of AAMM, the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheetsheet and related statements of operations, statement of income and statement of cash flows and stockholders' equity showing the financial condition and results of operations of AAMM, the Borrower and its consolidated the Subsidiaries as of and for the close of such fiscal quarter then ended and the then consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by a one of its Financial Officer Officers on behalf of the Borrower as fairly presenting the financial condition and results of operations of AAMM, the Borrower, as Borrower and the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or Financial Officer on behalf of the Borrower 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) a Ratio Certificate and (ii) a certificate of a Financial Officer of the Borrower 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 theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 (it being understood that the information required by this clause (ii) may be provided in a certificate of a Financial Officer on behalf of the Borrower instead of from such accounting firm); (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other publicly available reports, stockholders reports and proxy statements that and, to the extent requested by the Administrative Agent, other materials filed by AAMM, the Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (Commission, or any governmental agency authority succeeding to any of or agencies substituted therefor) under Section 13 or Section 15(d) all the functions of the Securities and Exchange Act of 1934, as amendedsaid Commission, or with any national securities exchange exchange, or distributed to its shareholders generally, as the case may be; (other than e) if, as a result of any change in accounting principles and policies from those as in effect on Form 11-K the date of this Agreement, the consolidated financial statements of AAMM, the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above 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 paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without such changes; (f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget for such fiscal year; (g) promptly following the creation or acquisition of any Subsidiary, a certificate from a Responsible Officer, identifying such new Subsidiary and the ownership interest of the Borrower and the Subsidiaries therein; (h) simultaneously with the delivery of any financial statements pursuant to paragraph (a) or (b) above, a balance sheet and related statements of operations, cash flows and stockholder's equity for each unconsolidated Subsidiary for the applicable period; (i) promptly, a copy of all reports submitted in connection with any material interim or special audit made by independent accountants of the books of AAMM, the Borrower or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇, or any successor, system of the Securities and Exchange Commission shall be deemed deliveredSubsidiary; and (ej) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of AAMM, the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreementany Loan Document, or such consolidating financial statements, as in each case the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each LenderAgent: (a) within 90 105 days after the end of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing the financial condition and results of operations as of the Borrower and its consolidated Subsidiaries as close of and for such fiscal year, together with comparative figures for the immediately preceding fiscal year then endedyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, as the case may be, Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, a its consolidated balance sheetsheet and related statements of income, statement of income stockholders’ equity and statement of cash flows showing as of the close of and for 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 Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a Ratio Compliance Certificate and (ii) executed by a certificate of a Financial Responsible Officer of the Borrower (i) 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, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly, promptly after their becoming the same become publicly available, copies of all financial statementsperiodic and other reports, stockholders reports and proxy statements that the Borrower shall have sent to its stockholders generally, and copies of all registration statements other materials filed by the Borrower under the Securities Act of 1933, as amended (other than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed Subsidiary with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) under Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amendedSEC, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this clause (d) which are made available on the internet via the ▇▇▇▇▇exchange, or any successordistributed to its shareholders generally, system of as the Securities and Exchange Commission shall be deemed delivered; andcase may be; (e) promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto[reserved]; (f) promptly, from time to time, such other information regarding the Borrower or any Significant Subsidiary (including the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary), or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a 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. Documents required to be delivered pursuant to this Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents required to be delivered pursuant to Section 6.04(a) and (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”