Common use of Financial Statements Clause in Contracts

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to the Administrative Agent and each Lender: (ai) as soon as available, but in any event within 90 ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such year and the related audited consolidated Consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC on Form 10-K with respect to any fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i); and (bii) as soon as available, but in any event not later than 45 forty-five (45) (or, if earlier, on the date of any required public filing thereof) days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(ii). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days after not later than the 105th day following the end of each fiscal year of the BorrowerBorrower ending on or after February 3, 2013, (i) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of earnings, stockholders’ equity and comprehensive income and of cash flows for such year, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported onon without qualification arising out of the scope of the audit by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (which report may contain a “going concern” or like qualification or exception if such qualification or exception is related (whether or not such relation is expressly stated in such report) to the maturity of Senior Subordinated Notes occurring after the date of such report), and (ii) a narrative report and management’s discussion and analysis, in a form substantially similar to past practice or otherwise reasonably satisfactory to the case Administrative Agent, of audited the financial statementscondition and results of operations of the Borrower for such fiscal year, as compared to amounts for the previous fiscal year (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation under this subsection 6.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception(except as expressly permitted above), or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and); (b) as soon as available, but in any event not later than 45 days after the 60th day following the end of each of the first three quarterly periods of each fiscal year of the Borrower, (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of earnings and comprehensive income and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) and (ii) a narrative report and management’s discussion and analysis, in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligations under this subsection 6.1(b) with respect to such quarter). All ; (c) to the extent applicable, concurrently with any delivery of consolidated financial statements under subsection 6.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by the Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the Borrower and its Restricted Subsidiaries; and (d) all such financial statements delivered pursuant to subsection 6.1(a) or (b) to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b), shall be be) certified by a Responsible Officer of the Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to subsection 6.1(b), for the absence of certain notes).

Financial Statements. Furnish The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy to each Liquidity Bank), the Trustee and the Letter of Credit Agent (who shall furnish a copy to each Lender:Letter of Credit Bank): (ai) as soon as availablepromptly after each annual meeting of the Guarantor, but in any event within 90 one hundred and twenty (120) days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Guarantor and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, certified by Ernst & Young, LLP or other independent certified public accountants reasonably acceptable to the Administrative Agent and the Letter of nationally recognized standing; andCredit Agent; (bii) as soon as available, but in any event not later than 45 sixty (60) days after the end of each of the first three quarterly periods quarters of each fiscal year of the BorrowerGuarantor, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Guarantor as at the end of such quarter and the related unaudited consolidated statements statement of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent and the Letter of Credit Agent, certified by a Responsible Officer the chief financial officer of the Guarantor; and (iii) such additional financial and other information as being fairly stated in the Trustee, the Administrative Agent or the Letter of Credit Agent may from time to time reasonably request; all material respects (subject to normal year-end audit adjustments). All such financial statements shall furnished under clause (i) above to be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, however, that the Guarantor shall not be required to deliver the financial statements described under clauses (i) consistently throughout and (ii) above if such statements are available within the periods reflected therein and with prior periodstime period required by applicable Requirements of Law on ▇▇▇▇▇ or from other public sources.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after the 90th day following the end of each fiscal year of the BorrowerParent Borrower ending on or after the Closing Date, (i) a copy of the audited consolidated balance sheet of the Parent Borrower and unaudited Borrower-prepared its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year and (ii) a copy of the consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated consolidating statements of income operations and of cash flows for such yearyear that would be required (assuming the Parent Borrower were so subject) to be filed by the Parent Borrower with the Securities and Exchange Commission pursuant to Rule 3-10(f) of Regulation S-X of the Securities Act of 1933 (as in effect on the date hereof), in each case, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing; andstanding not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of Holdings’ or the Parent Borrower’s annual report on Form 10-K for such year, as filed with the United States Securities and Exchange Commission, will satisfy the Parent Borrower’s obligation under this Subsection 7.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than 45 days the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of the Parent Borrower, (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter and (ii) the consolidating balance sheet of the Parent Borrower and its consolidating Subsidiaries as at the end of such quarter and the related consolidating statements of operations and cash flows for such quarter and the portion of the fiscal year through the end of such quarterquarter that would be required (assuming the Parent Borrower were so subject) to be filed by the Parent Borrower with the Securities and Exchange Commission pursuant to Rule 3-10(f) of Regulation S-X of the Securities Act of 1933 (as in effect on the date hereof), in each case, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Parent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of Holdings’ or the Parent Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the United States Securities and Exchange Commission, will satisfy the Parent Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter). All ; provided that solely with respect to periods on or prior to December 24, 2010, financial statements of the combined Business shall be delivered in lieu of consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries for such periods; and (c) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes).

Financial Statements. Furnish to the Administrative Agent and for distribution to each Lender: (a) as soon as available, but in any event within 90 prior to the earlier of (x) five (5) days after the date they are required by the SEC and (y) ninety (90) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Group Members as at the end of such fiscal year and the related audited consolidated and consolidating statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & YoungBDO USA, LLP or other independent certified public accountants of nationally recognized standingstanding and reasonably acceptable to the Administrative Agent; and (b) as soon as available, but in any event not later than 45 prior to the earlier of (x) five (5) days after the date they are required by the SEC and (y) forty-five (45) days after the end of each of the first three fiscal quarterly periods period of each fiscal year of the BorrowerBorrower (commencing with the quarterly period ended September 30, 2022, provided that a Compliance Certificate shall not be required to be delivered for such period), (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Group Members as at the end of such fiscal quarter and the related unaudited consolidated and consolidating statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments)adjustments and absence of footnotes) and (ii)(1) a reasonably detailed calculation of gross and net dollar retention, and (2) a reasonably detailed logo churn/ calculations, each in a form reasonably acceptable to the Administrative Agent, or to the extent previously approved by the Administrative Agent, consistent with past practice. All such financial statements shall be complete and correct in all material respects (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of year-end audit footnotes) and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on the Borrower’s website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) 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 written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of 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 by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. Furnish The Company shall deliver to the Administrative Agent and each Lender: (a) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-K) but in any event within not later than 90 days after the end of each fiscal year of the BorrowerFiscal Year, a copy copies of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Company as at the end of such year and the related audited consolidated statements of income operations, shareholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onand accompanied by the opinion of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (“Independent Auditor”), which opinion shall state that such audited consolidated financial statements present fairly in all material respects the case financial position and result of audited financial statementsoperations of the Company and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years, except as stated therein. Such opinion shall be without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andand shall not be qualified as to scope; (b) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-Q) but in any event not later than 45 50 days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year, copies of the Borrower, the condensed unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at of the end of such quarter and the related condensed unaudited consolidated statements of income operations, shareholders’ equity and of cash flows for the period commencing on the first day and ending on the last day of such quarter and for the then elapsed portion of the fiscal year through the end of such quarterFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous yearFiscal Year, and certified by a Responsible Officer as being fairly stated presenting in all material respects respects, in accordance with GAAP (subject to normal the absence of footnotes and year-end audit adjustments). All , the financial position, the results of operations and cash flows of the Company and the Subsidiaries; (c) as soon as available but not later than 90 days (or, in the case of the Annual Statement prepared on a combined basis, 100 days) after the close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such financial Insurance Subsidiary on a stand-alone basis and on a combined basis for all Insurance Subsidiaries, the stand-alone Annual Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements shall be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP SAP consistently applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and certified by independent certified public accountants of recognized national standing (such audited Annual Statement to be delivered as soon as available but not later than June 15 of each Fiscal Year of such Insurance Subsidiary); (d) as soon as available but not later than 75 days (or, in the case of the Quarterly Statement prepared on a combined basis, 90 days) after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary on a stand-alone basis and on a combined basis for all Insurance Subsidiaries, the stand-alone Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with prior periodsSAP consistently applied through the period reflected therein; (e) promptly following the delivery to or receipt by the Company or any of its Subsidiaries of (i) any regular or periodic final Triennial Examination Reports, and (ii) in each case to the extent the content thereof could reasonably be expected to result in a Material Adverse Effect, any risk adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any Requirement of Law by, any Insurance Subsidiary, or any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that could reasonably be expected to result in a Material Adverse Effect; and (f) within 100 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary that is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary.

Financial Statements. Furnish to the Administrative Agent and each Lender:(which will promptly furnish such information to the Lenders): (a) as soon as available, but in any event within not later than the earlier of (x) 90 days after the end of each fiscal year of the BorrowerGuarantor and (y) the date on which the same is required to be filed with the SEC, (i) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet sheets of the Borrower Guarantor and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year and (ii) a copy of the audited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and cash flows for such fiscal year, in each case reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, KPMG LLP or other independent certified public accountants of nationally recognized standing; and (bi) as soon as available, but in any event not later than the earlier of (x) 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerGuarantor and (y) the date on which the same is required to be filed with the SEC, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet sheets of the Borrower Guarantor and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Guarantor as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) not later than 45 days after the end of each quarterly period of each fiscal year of the Borrower, the Part II FOCUS Report of the Borrower for such quarter. All such financial statements (other than Part II FOCUS Reports) shall be complete and correct fairly present in all material respects the financial condition and results of operations of each Loan Party to which such financial statements relate and such Loan Party’s respective consolidated Subsidiaries and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods, where applicable. All such Part II FOCUS Reports shall fairly present in all material respects the financial condition and results of operations of the Borrower and shall be prepared in reasonable detail. Documents required to be delivered pursuant to this Section 5.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered by posting such documents electronically with notice to the Administrative Agent and each Lender thereof and if so posted, shall be deemed to have been delivered on the date (i) on which such Loan Party posts such documents, or provides a link thereto on the Internet at the Guarantor’s website address at ▇▇▇.▇▇▇.▇▇▇; or (ii) on which such documents are posted on such Loan Party’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements. Furnish to the Administrative Agent and each Lenderfor delivery to the Banks: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Guarantor and its consolidated Subsidiaries and consolidating Subsidiaries a copy of the separate unaudited balance sheet (or, if audited financial statements are otherwise prepared or required to be prepared for such Unrestricted Subsidiary, audited balance sheet) of each Unrestricted Subsidiary, in each case as at the end of such year and the related audited (or, in the case of any Unrestricted Subsidiary for which audited statements are not required by this Section 5.1(a), unaudited) consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other the Guarantor’s independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerGuarantor (other than the last fiscal quarter of each fiscal year), a copy of the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Guarantor and its consolidated Subsidiaries, and consolidating Subsidiaries a copy of the separate unaudited consolidated balance sheet of each Unrestricted Subsidiary, in each case as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated having been prepared in all material respects accordance with GAAP (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein and, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of quarterly financial statements, except for the omission of footnotes in the quarterly financial statementsand subject to normal year-end audit adjustments).

Financial Statements. Furnish to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Restricted Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of and accompanied by an opinion (which shall not be qualified based upon the scope of the audit, ) by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standingstanding to the effect that such financial statements fairly present the financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP and setting forth in comparative form the figures for the previous fiscal year (other than in the case of the 1996 fiscal year); and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Restricted Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrower and its Restricted Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year (other than in the case of any such quarter during the 1996 fiscal year) and the figures for the Borrower's budget for the period covered thereby, certified by a Responsible Officer as being fairly stated presenting the financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries in all material respects accordance with GAAP for the date and periods ending on such date (subject to normal year-end audit adjustments). All ; all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as approved by such accountants or officerResponsible Officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish to the Administrative Agent and each Lenderfor delivery to the Banks: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Guarantor and its consolidated Subsidiaries and consolidating Subsidiaries a copy of the separate unaudited balance sheet (or, if audited financial statements are otherwise prepared or required to be prepared for such Unrestricted Subsidiary, audited balance sheet) of each Unrestricted Subsidiary, in each case as at the end of such year and the related audited (or, in the case of any Unrestricted Subsidiary for which audited statements are not required by this Section 5.1(a), unaudited) consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other the Guarantor’s independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerGuarantor (other than the last fiscal quarter of each fiscal year), a copy of the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Guarantor and its consolidated Subsidiaries, and consolidating Subsidiaries a copy of the separate unaudited consolidated balance sheet of each Unrestricted Subsidiary, in each case as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated having been prepared in all material respects accordance with GAAP (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsexcept for the omission of footnotes in the quarterly financial statements).

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 ninety (90) days (or such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-K) after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income or operations, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 on the date forty-five (45) days (or such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-Q) after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income or operations, stockholders’ equity (to the extent required on Form 10-Q) and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects the financial condition, results of operation, stockholders’ equity and cash flows of the Borrower in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.2(e) (to the extent any such documents are included in reasonable detail thereinmaterials otherwise filed with the SEC) consistently throughout may be delivered electronically and if so delivered, shall be deemed to have been delivered on the periods reflected therein 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 5.9; 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, (x) to the extent the Administrative Agent or any Lender so requests, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to herein, and in any event shall have no responsibility to monitor compliance by the Borrower with prior periodsany such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. Furnish Deliver to the Administrative Agent and for further distribution to each Lender: (a) as soon as available, but in any event within 90 120 days after the end of each fiscal year of Holdings ending after the BorrowerClosing Date (or, with respect to the fiscal year ending December 31, 2018, 150 days), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income operations, shareholders’ equity and of cash flows for such fiscal year, setting forth in each case in comparative form form, the figures for the previous fiscal year, reported onand including a customary management’s discussion and analysis, all in the case reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of audited financial statementsKPMG or any other independent certified public accountant of nationally recognized standing, without a which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” qualification (other than an emphasis of matter paragraph) (other than with respect to, or like resulting from, (x) a current debt maturity and/or (y) any potential default or event of default of any financial covenant under this Agreement and/or any other Indebtedness) or any qualification or exception, or qualification arising out of exception as to the scope of the such audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of Holdings beginning with the Borrowerfirst fiscal quarter ending after the Closing Date (or, with respect to the unaudited fiscal quarter ending March 31, 2019, 60 days), a consolidated and unaudited Borrower-prepared consolidating segmented balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income operations, shareholders’ equity and of cash flows for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, setting forth forth, in each case case, in comparative form form, the figures for the corresponding fiscal quarter of the previous yearfiscal year and the corresponding portion of the previous fiscal year and including a customary management’s discussion and analysis, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) as soon as available, but in any event no later than the deadline for delivery of the financial statements in Section 6.01(a), commencing with the deadline for the financial statements for the fiscal year ending December 31, 2018 and for each fiscal year thereafter prior to the consummation of a Qualifying IPO, forecasts prepared by management of the Borrower, a consolidated balance sheet, statements of operations and cash flow statements of Holdings and its Subsidiaries for the fiscal year after the fiscal year covered by such financial statements, which shall be prepared in good faith upon reasonable assumptions at the time of preparation), it being understood that actual results may vary from such forecasts and that such variations may be material; and (d) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of a Compliance Certificate referred to in Section 6.02(a) below, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. All Notwithstanding the foregoing, the obligations in paragraphs (a) through (b) of this Section 6.01 may be satisfied by furnishing (A) the applicable financial statements or other information required by such paragraphs of Holdings (or any other direct or indirect parent company of Holdings) and/or (B) Holdings’ (or any other direct or indirect parent company of Holdings), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or otherwise made available to the Administrative Agent for delivery to the Lenders, in each case, within the time periods specified in such paragraphs; provided that with respect to each of clauses (A) and (B) hereof, (i) to the extent such financial statements relate to Holdings (or any other direct or indirect parent company of Holdings), the Compliance Certificate delivered in connection with such financial statements shall be complete accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such other parent company), on the one hand, and correct the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such financial statements are in lieu of statements required to be provided under Section 6.01(a), the Compliance Certificate delivered in connection with such financial statements shall be prepared accompanied by a report of an independent certified public accounting firm of nationally recognized standing, which statements, report and opinion may be subject to the same exceptions and qualifications as contemplated in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsSection 6.01(a).

Financial Statements. Furnish to the Administrative Agent and (who shall promptly furnish to each Lender:): (a) as soon as available, but in any event within 90 (x) 120 days after the end of the fiscal year of Holdings ending December 31, 2012 and (y) 105 days after the end of each other fiscal year of the BorrowerHoldings, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, year reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditaudit (other than with respect to or resulting from the maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered), by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event (x) not later than 45 sixty (60) days after the end of the fiscal quarter of Holdings ending March 31, 2013 and (y) after the end of each of the first three (3) quarterly periods of each fiscal year of Holdings, commencing with the Borrowerfiscal quarter ending June 30, 2013, within the time periods specified in the SEC’s rules and regulations (as in effect on the Closing Date) for non-accelerated filers, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible an Authorized Officer of Holdings as being fairly stated stating in all material respects the financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except as to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officerofficer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish Deliver to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year of the BorrowerParent, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of the such audit, by Ernst & Young, LLP other than any qualification or other independent certified public accountants exception solely as a result of nationally recognized standing; andthe fact that the Commitments or the Loans hereunder are scheduled to mature within 365 days after the end of such Fiscal Year; (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerParent, the unaudited consolidated and unaudited Borrower-prepared consolidating a Consolidated balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter, and the related unaudited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterParent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Quarter of the previous yearFiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as being fairly stated presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in all material respects (accordance with GAAP, subject only to normal year-end audit adjustments). All adjustments and the absence of footnotes; (c) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Period of each Fiscal Year of the Parent, a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such financial Fiscal Period, and the related Consolidated statements shall be complete of income or operations for such Fiscal Period, and correct for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Period of the previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all material respects and shall be prepared in reasonable detail detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations of the Parent and its Subsidiaries as of the end of such Fiscal Period in accordance with GAAP applied GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (except d) as approved soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Parent, forecasts prepared by such accountants management of the Lead Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of Consolidated balance sheets and statements of income or officeroperations and cash flows and an Availability model of the Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date set forth in clause (a) of the definition thereof occurs) and, as the case may besoon as available, and disclosed in reasonable detail thereinany significant revisions (if any) consistently throughout the periods reflected therein and to such forecast with prior periodsrespect to such Fiscal Year.

Financial Statements. Furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income income, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & YoungKPMG, LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income income, stockholders’ equity and of cash flows for such quarter and and/or the portion of the fiscal year through the end of such quarter, as required by applicable SEC rules, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year (or, in the case of the balance sheet, as of the end of the previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); and (c) if any Unrestricted Subsidiary exists, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower, together with an explanation of reconciliation adjustments in reasonable detail. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Documents required to be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) or (ii) such documents are filed of record with the SEC; provided that, upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders 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, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearyear and the current year budget, reported on, in the case of audited financial statements, on without any material qualification or exception including a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, KPMG LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower (or, in the case of the first fiscal quarter ending after the Closing Date, 60 days after the end of such fiscal quarter), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous yearyear and the current year budget, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Notwithstanding the foregoing such financial statements may be delivered in reasonable detail therein) consistently throughout the periods reflected therein form and with prior periodsthe accompanying certifications required by applicable Requirements of Law for filing Forms 10-K and Forms 10-Q with the SEC.

Financial Statements. (a) Furnish to the Administrative Agent and on behalf of each Lender: (ai) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearyear and the current year budget, reported on, in the case of audited financial statements, on without any material qualification or exception including a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditaudit (except to the extent solely due to the scheduled occurrence of a maturity date within one (1) year from the date of such audit or the potential inability to satisfy the financial covenant set forth in Section 8.1), by Ernst & Young, KPMG LLP or other independent certified public accountants of nationally recognized standing; and (bii) as soon as available, but in any event not later than 45 forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower (or, in the case of the first fiscal quarter ending after the Closing Date, sixty (60) days after the end of such fiscal quarter), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous yearyear and the current year budget, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). . (b) All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). (c) Notwithstanding the foregoing such financial statements may be delivered in reasonable detail therein) consistently throughout the periods reflected therein form and with prior periodsthe accompanying certifications required by applicable Requirements of Law for filing Forms 10-K and Forms 10-Q with the SEC.

Financial Statements. Furnish Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year, the related Consolidated statements of income or operations for such Fiscal Year and the related audited consolidated statements of income shareholders’ equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit or with respect to the auditabsence of any material misstatement; it being acknowledged by the parties hereto that the posting of the Borrower’s Annual Report on Form 10-K on the Borrower’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) on or before the date specified above shall satisfy the requirements of this Section 6.01(a), by Ernst & Young, LLP so long as such reports are freely and readily available at no cost to the Administrative Agent or other independent certified public accountants of nationally recognized standing; andthe Lenders; (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating a Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter, the related Consolidated statements of income or operations for such Fiscal Quarter and for the portion of the Fiscal Year then ended and the related unaudited consolidated statements of income shareholders’ equity and of cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterFiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous yearFiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a Consolidated basis in all material respects (accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes; it being acknowledged by the parties hereto that the posting of a copy of the Borrower’s Quarterly Report on Form 10-Q on the Borrower’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) on or before the date specified above shall satisfy the requirements of this Section 6.01(b). All , so long as such financial statements shall be complete reports are freely and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants readily available at no cost to the Administrative Agent or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsLenders.

Financial Statements. Furnish to the Administrative Agent and (who shall then distribute such items to each Lender:): (a) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) 90 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP PricewaterhouseCoopers LLC or other independent certified public accountants of nationally recognized standing; and (b) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than within the earlier of (i) 45 days after the end of each of the first three quarterly periods period of each fiscal year of Holdings (including the Borrowerlast quarterly period of such fiscal year), and (ii) five days after such related filing with the SEC is due, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). (c) During any Availability Trigger Period, as soon as available, but in any event within 30 days after the end of each of fiscal month (excluding the last fiscal month of each quarterly period in each fiscal year), the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such fiscal month and the related unaudited consolidated statements of income and of cash flows for such fiscal month and the portion of the fiscal year through the end of such fiscal month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraph (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein). In regard to subsections (a), (b) consistently throughout and (c) of this Section 6.01, the periods reflected therein filing of Forms 10-Q and 10-K with prior periodsthe SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the Administrative Agent.

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andprovided, however, that delivery to Lender of the Borrower's annual reports on Form 10-K as filed timely with and in accordance with the regulations of the SEC shall be deemed to satisfy the requirements of this Section 5.1(a); (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements ; provided, however, that delivery to Lender of the Borrower's quarterly reports on Form 10-Q as filed timely with and in accordance with the regulations of the SEC shall be complete deemed to satisfy the requirements of this Section 5.1(b); and (c) from and correct after the Closing Date until the Lender Accommodation Obligations with respect to the GM Letter of Credit (or any replacement letter of credit therefor) and the German Credit Facility are terminated or extinguished, as soon as available, but in any event not later than 15 days after the end of each month, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects and shall (subject to normal year-end audit adjustments); all such financial statements to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish to the Administrative Agent and (with sufficient copies for each Lender) or otherwise make available as described in the last sentence of subsection 7.2: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standingstanding not unacceptable to the Administrative Agent; and (b) as soon as available, but in any event not later than 45 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter applicable period and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form form, the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such ; all financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (provided, that interim statements may be condensed and may exclude footnote disclosure and are subject to year-end adjustment) applied consistently throughout the periods reflected therein and with prior periods (except as approved concurred in by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and except that interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in ASC 360, “Property, Plant and Equipment”) during the current year need not be shown in interim financial statements as such either for the current period or comparable prior period). In the event the Borrower changes its accounting methods because of changes in GAAP, or any change in GAAP occurs which increases or diminishes the protection and coverage afforded to the Lenders under current GAAP accounting methods, the Borrower or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior periodsto such changes in accounting methods or GAAP, and each of the Borrower, the Administrative Agent and the Lenders agree to consider such request in good faith. Documents required to be delivered pursuant to this subsection 7.1 and subsection 7.2 below (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 Parent or the Borrower posts such documents, or provides a link thereto, on Parent’s or the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or (ii) on which such documents are posted on Parent’s or 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 or public third-party website or whether sponsored by the Administrative Agent (including the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇)); provided that (x) in each case, other than with respect to regular periodic reporting, the Borrower shall notify the Administrative Agent of the posting of any such documents and (y) in the case of documents required to be delivered pursuant to subsection 7.2, at the request of the Administrative Agent, the Borrower shall furnish to the Administrative Agent a hard copy of such document. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Financial Statements. Furnish Deliver to the Administrative Agent and for prompt further distribution to each Lender: (a) as soon as availablecommencing with the Fiscal Year ending June 30, but in any event 2022, within 90 sixty (60) days after the end of each fiscal year of the BorrowerFiscal Year, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such year, Fiscal Year setting forth in each case in comparative form the figures for the previous yearFiscal Year and accompanied by the report of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, reported onwhich report shall (i) be prepared in accordance with generally accepted auditing standards, (ii) state that such consolidated financial statements present fairly in all material respects the case of audited financial statements, without a position for the periods indicated in conformity with GAAP and (iii) not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit (except as a result of the audit, by Ernst & Young, LLP impending maturity of any Facility or any other independent certified public accountants of nationally recognized standingIndebtedness); and (b) as soon as availablecommencing with the Fiscal Quarter ending September 30, but in any event not later than 45 2022, within forty-five (45) days after the end of each of Fiscal Quarter (other than the first three quarterly periods fourth Fiscal Quarter) of each fiscal year Fiscal Year, a copy of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter Subsidiaries, and the related unaudited consolidated statements of income and of cash flows as of the end of such Fiscal Quarter and for such quarter and the portion of the fiscal year through Fiscal Year then ended, all certified on behalf of the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified Borrower by a an appropriate Responsible Officer of the Borrower as being fairly stated presenting, in all material respects (respects, in accordance with GAAP, the financial position and the results of operations of the Borrower and its Subsidiaries, subject to normal year-end audit adjustmentsadjustments and absence of footnote disclosures; provided that, such balance sheet and/or related consolidated statements of income and cash flows shall not contain any statement (including in any footnote and/or commentary thereto) that there is substantial doubt or similar disclosure about the Borrower’s ability to continue or operate as a going concern or the Borrower’s inability to comply with any applicable financial covenants or otherwise be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope (in each case, except as a result of the impending maturity of any Facility or any other Indebtedness). All such Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 4.1 shall be deemed to have been satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC on the date (i) on which the Borrower posts such information, or provides a link thereto, on the Borrower’s website, (ii) on which such information is 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) or (iii) on which the Borrower (or a parent company thereof) publicly files such information with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent of the Borrower, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 4.1(a), such materials are, to the extent applicable, accompanied by a report of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report shall (x) be complete and correct prepared in accordance with generally accepted auditing standards, (y) state that such consolidated financial statements present fairly in all material respects and shall be prepared the financial position for the periods indicated in reasonable detail and in accordance conformity with GAAP applied and (z) not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except as approved by such accountants a result of the impending maturity of any Facility or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsany other Indebtedness).

Financial Statements. Furnish Deliver to the Administrative Agent Agent, in form and each Lenderdetail satisfactory to the Administrative Agent: (a) as soon as available, but in any event within 90 120 days after the end of each fiscal year Fiscal Year of the Lead Borrower, (x) a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Albertson’s Group as at the end of such year Fiscal Year, and the related audited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP) the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit (other than with respect to an upcoming maturity of any Indebtedness or potential default under any financial covenant) and (y) a copy of management’s discussion and analysis with respect to the auditfinancial statements of such Fiscal Year, by Ernst & Young, LLP or other independent certified public accountants all of nationally recognized standing; andwhich shall be in form and detail reasonably satisfactory to the Administrative Agent; (b) as soon as available, but in any event not later than 45 within 60 days after the end of each of the first three quarterly periods Quarterly Accounting Periods of each fiscal year Fiscal Year of the Lead Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating (x) a Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries Albertson’s Group as at the end of such quarter Quarterly Accounting Period and the related unaudited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such quarter Quarterly Accounting Period and for the portion of the fiscal year through Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP) the figures for (A) the corresponding Accounting Period of the previous Fiscal Year and (B) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of the Albertson’s Group as of the end of such quarterQuarterly Accounting Period in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of purchase accounting adjustments resulting from the consummation of the Transactions and the absence of footnotes and that prior Fiscal Year results are not required to be restated for changes in discontinued operations and (y) a copy of management’s discussion and analysis with respect to the financial statements of such Quarterly Accounting Period, all of which shall be in form and detail reasonably satisfactory to the Administrative Agent; (c) as soon as available, but in any event within 45 days after the end of each of the Accounting Periods of each Fiscal Year of Lead Borrower that ends during a Monthly Reporting Period (other than (x) in the case of an Accounting Period that coincides with the end of a Quarterly Accounting Period (other than the last Quarterly Accounting Period of any Fiscal Year), in which case the financial statements required by this clause (c) shall be due 60 days after the end of such Accounting Period or (y) an Accounting Period that coincides with the end of a Fiscal Year), a Consolidated balance sheet of the Lead Borrower as at the end of such Accounting Period, and the related Consolidated statements of income or operations, and cash flows for such Accounting Period, and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) the corresponding Accounting Period of the previous yearFiscal Year and (B) the corresponding portion of the previous Fiscal Year (for any period that includes a period prior to the Restatement Effective Date, based solely on the predecessor entity group on a combined basis which need not be in accordance with GAAP), all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, and cash flows of the Lead Borrower as of the end of such Accounting Period in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes and that prior Fiscal Year results are not required to be restated for changes in discontinued operations; and (d) as soon as available, but in any event no more than 60 days after the end of each Fiscal Year of the Lead Borrower (or, in the case of the first Fiscal Year of the Lead Borrower ended after the Restatement Effective Date, 120 days), forecasts prepared by management of the Lead Borrower, in form reasonably satisfactory to the Administrative Agent, of the Loan Cap and the Consolidated balance sheets and statements of income or operations and cash flows of the Albertson’s Group on a quarterly basis (except that the Loan Cap shall be projected on a monthly basis) for the immediately following Fiscal Year (including the fiscal year in which the Maturity Date occurs); it being understood and agreed that (i) any forecasts furnished hereunder are subject to significant uncertainties and contingencies, which may be beyond the control of the Loan Parties, (ii) no assurance is given by the Loan Parties that the results or forecast in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material. All such Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (c) of this Section 6.01 may be satisfied with respect to financial information of the Albertson’s Group by furnishing (A) the applicable consolidated financial statements shall of any direct or indirect parent of the Lead Borrower that, directly or indirectly, holds all of the Equity Interests of the Lead Borrower or (B) in the case of paragraphs (a) and (b) of this Section 6.01, the Lead Borrower’s (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) (i) such information is accompanied by consolidated information that explains in reasonable detail the differences between the information relating to the Lead Borrower (or a parent of the Lead Borrower, if such information related to such a parent), on the one hand, and the information relating to the Lead Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii), to the extent such information is in lieu of information required to be complete provided under this Section 6.01, such materials are accompanied by a report and correct in all material respects opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as and consistent with the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsrequirements of Section 6.01.

Financial Statements. Furnish to the Administrative Agent and (who shall then distribute such items to each Lender:): (a) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within 90 the earlier of (i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without accompanied by a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditcustomary management’s discussion and analysis, by Ernst & Young, RSM US LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than 45 within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes), accompanied by a customary management’s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraph (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein). In regard to subsections (a) consistently throughout and (b) of this Section 6.01, the periods reflected therein filing of Forms 10-Q and 10-K with prior periodsthe SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the Administrative Agent.

Financial Statements. Furnish Deliver to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of WFS (or, if earlier, 5 days after the Borrowerdate required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ended December 31, 2013), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower WFS and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onprepared in accordance with GAAP, such consolidated statements to be (i) audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit and (ii) to be accompanied by unaudited reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the auditUnrestricted Subsidiaries) and the related consolidated statements of income or operations, by Ernst & Youngchanges in shareholders’ equity, LLP or other independent certified public accountants of nationally recognized standingand cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year; and (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerBorrowers (or, if earlier, 5 days after the unaudited date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2013), a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower WFS and its consolidated and consolidating Subsidiaries as at the end of such quarter and fiscal quarter, the related unaudited consolidated statements of income or operations for such fiscal quarter and for the portion of the WFS’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the WFS’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of WFS as fairly presenting the consolidated financial condition, results of operations, shareholders’ equity and cash flows of WFS and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; such consolidated statements to be accompanied by unaudited reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the Unrestricted Subsidiaries) and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such quarter and the portion of the fiscal year through the end of such quarteryear, setting forth in each case in comparative form the figures for the previous fiscal year; and (c) as soon as available, certified but in any event at least 15 days before the end of each fiscal year of WFS, forecasts prepared by management of WFS, in form reasonably satisfactory to the Administrative Agent, of (i) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Subsidiaries on a Responsible Officer as being fairly stated quarterly basis for the immediately following fiscal year and (ii) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year. As to any information contained in all material respects materials furnished pursuant to Section 6.02(b), the Borrowers shall not be separately required to furnish such information under clause (subject a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to normal year-end audit adjustments). All such financial statements shall be complete furnish the information and correct materials described in all material respects clauses (a) and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as b) above at the case may be, and disclosed in reasonable detail times specified therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish Make available to the Administrative Agent and (for distribution to each Lender:): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders (with the understanding that any of the so-called “Big Four” accounting firms shall be deemed to be acceptable to the Required Lenders), which report shall state that such consolidated financial statements fairly present in all material respects the case financial position of audited financial statements, without a the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP (except as otherwise stated therein) and shall not be subject to any “going concern” or like qualification or exceptionexception (other than such a qualification or exception that is (x) solely with respect to, or qualification arising out resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered or (y) with respect to, or resulting from, any potential inability to satisfy the covenants set forth in Section 7.11 hereof on a future date or in a future period) or qualified with respect to scope of limitations imposed by the audit, Borrower or with respect to accounting principles followed by Ernst & Young, LLP or other independent certified public the Borrower not being in accordance with GAAP and that the examination by such accountants of nationally recognized standing; andin connection with such consolidated financial statements has been made in accordance with GAAP; (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the Borrower, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income or operations, changes in shareholders’ equity, and of cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer the Borrower’s chief financial officer, treasurer, senior vice president, corporate finance, or controller as being fairly stated presenting in all material respects (the consolidated financial condition of the Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations for the period indicated in accordance with GAAP, subject only to normal year-end audit adjustments). All adjustments and audit changes; (c) [reserved]; and (d) in the event that any Unrestricted Subsidiaries exist at such time, then simultaneously with the delivery of each set of consolidated financial statements shall be complete referred to in clauses (a) and correct in all material respects and shall be (b) above, a summary statement, prepared in reasonable detail good faith by a Responsible Officer of KBR, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in accordance with GAAP applied Sections 6.01(a) and (except as approved by such accountants or officer, as b) above at the case may be, and disclosed in reasonable detail times specified therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to the Administrative Agent and each LenderBank: (a) as soon as available, but in any event within 90 120 days after the end of each fiscal year of the BorrowerParent, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, shareholders' equity and of cash flows for such year (as included or incorporated by reference in the Parent's Annual Report on Form 10-K or successor form filed with the SEC for each such fiscal year), setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, Price Waterhouse LLP or other independent certified public accountants of nationally recognized standingstanding not unacceptable to the Majority Banks; and (b) as soon as available, but in any event not later than 45 75 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows operations for such quarter and the related unaudited consolidated statements of operations and cash flows for the portion of the fiscal year through the end of such quarterquarter (as included in the Parent's Quarterly Report on Form 10-Q or successor form filed with the SEC for each such period), setting forth in each case in comparative form the figures for the corresponding period of the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject when considered in relation to normal year-end audit adjustments)the consolidated financial statements of the Parent and its Subsidiaries. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance conformity with GAAP applied (except as approved by such accountants or officersubject, as in the case of interim statements, to normal year-end adjustments and to the fact that such financial statements may be, be abbreviated and disclosed in reasonable detail thereinmay omit footnotes or contain incomplete footnotes) applied consistently throughout the periods reflected therein and with prior periodsperiods (except as disclosed therein).

Financial Statements. Furnish to the Administrative each Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP a “Big Four” accounting firm or other independent certified public accountants of nationally recognized standingaccountant reasonably acceptable to the Administrative Agent; andand (ii) supporting consolidating financial information in a form reasonably acceptable to the Administrative Agent; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, and (ii) supporting consolidating financial information in a form reasonably acceptable to the Administrative Agent, in each case; certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All ; and (c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statement of income for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to year-end audit adjustments); all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) The financial statements of Comerica and its Subsidiaries included (or incorporated by reference) in the Comerica Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Comerica and its Subsidiaries in all material respects, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Comerica and its Subsidiaries for the respective fiscal periods or as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting respective dates therein set forth in each case in comparative form the figures for the previous year, reported on, (subject in the case of audited financial statementsunaudited statements to year-end audit adjustments normal in nature and amount), without a “going concern” or like qualification or exception(iii) complied, or qualification arising out as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the scope SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the auditComerica and its Subsidiaries have been, by Ernst & Youngand are being, LLP maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since December 31, 2022, no independent public accounting firm of Comerica has resigned (or other informed Comerica that it intends to resign) or been dismissed as independent certified public accountants of nationally recognized standing; andComerica as a result of or in connection with any disagreements with Comerica on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as soon as availablewould not reasonably be expected to have, but either individually or in the aggregate, a Material Adverse Effect on Comerica, neither Comerica nor any event not later than 45 days after of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of Comerica included in its Quarterly Report on Form 10-Q for the Borrower fiscal quarter ended June 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2025, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Comerica and its consolidated Subsidiaries are recorded, stored, maintained and consolidating operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Comerica or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Comerica. Comerica (x) has implemented and maintains disclosure controls and procedures (as at defined in Rule 13a-15(e) of the end Securities Exchange Act of such quarter 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Comerica, including its Subsidiaries, is made known to the chief executive officer and the related unaudited consolidated statements chief financial officer of income Comerica by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of cash flows for such quarter the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Comerica’s outside auditors and the portion audit committee of Comerica’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the fiscal year through Exchange Act) which are reasonably likely to adversely affect Comerica’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Comerica’s internal controls over financial reporting. These disclosures were made in writing by management to Comerica’s auditors and audit committee. There is no reason to believe that ▇▇▇▇▇▇▇▇’s outside auditors and its chief executive officer and chief financial officer will not be able to give the end certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of such quarterthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, setting forth without qualification, when due in each case in comparative form the figures for future. (d) Since January 1, 2023, (i) neither Comerica nor any of its Subsidiaries, nor, to the previous yearknowledge of Comerica, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or any director, officer, as auditor, accountant or representative of Comerica or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the case may beaccounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Comerica or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Comerica or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and disclosed in reasonable detail therein(ii) consistently throughout no employee of or attorney representing Comerica or any of its Subsidiaries, whether or not employed by Comerica or any of its Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by Comerica or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the periods reflected therein and with prior periodsBoard of Directors of Comerica or any committee thereof or the Board of Directors or similar governing body of any Comerica Subsidiary or any committee thereof, or to the knowledge of Comerica, to any director or officer of Comerica or any Comerica Subsidiary.

Financial Statements. Furnish to the Administrative Agent and (which shall promptly make a copy thereof available to each Lender:, including by posting on a secure website): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Notwithstanding anything to the contrary contained in this Section 5.1, the Borrower shall not be required to deliver any financial statements to the Administrative Agent with respect to any period for which it has timely filed its Form 10-K or Form 10-Q, as the case may be, with the SEC (provided that such Form 10-K or Form 10-Q, as the case may be, is publicly available on the SEC's website (or a similar website) within the time periods required by this Section).

Financial Statements. Furnish Subject to the last sentence of this Section 5.1, furnish to the Administrative Agent with a copy for each Lender, and the Administrative Agent shall deliver to each Lender: (a) as soon as available, but in any event within 90 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. The Borrower shall be deemed to have delivered the financial statements required to be delivered to the Administrative Agent and the Lenders pursuant to this Section 5.1 upon the filing of such financial statements by the Borrower through the SEC’s ▇▇▇▇▇ system (or any successor electronic gathering system that is publicly available free of charge) or the publication by the Borrower of such financial statements on its website.

Financial Statements. Furnish to the Administrative Agent and each Lender:(for distribution to the Lenders): (a) (x) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerParent Borrower (or, a copy if later, the date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated annual reports and information of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated Subsidiaries, documents and consolidating Subsidiaries other reports as at specified in Section 13 and 15(d) of the end Exchange Act and applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of such year and Section 13 or 15(d) of the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearExchange Act, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exceptionexception (other than with respect to, or resulting solely from an upcoming maturity date under any Facility occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by Ernst ▇▇▇▇▇ & Young, Young LLP or other independent certified public accountants of nationally recognized standingnational standing and (y) if there are any Unrestricted Subsidiaries as of the last day of any fiscal year, simultaneously with the delivery of each set of consolidated financial statements referred to in clause (x), the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements; and (b) (x) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent Borrower (or, if later, the unaudited date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated quarterly reports and unaudited Borrower-prepared consolidating balance sheet information of the Parent Borrower and its consolidated Subsidiaries, documents and consolidating other reports as specified in Section 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to those Sections notwithstanding that the Parent Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (y) if there are any Unrestricted Subsidiaries as at of the end last day of such quarter and any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in clause (x), the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments)financial statements. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Information required to be delivered pursuant to this Section 6.1 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or such reports shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or on the Parent Borrower’s website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements. Furnish Deliver to the Administrative Agent and for prompt further distribution to each Lender: (a) as soon as available, but in any event within 90 one hundred and twenty (120) days after the end of each fiscal year of the BorrowerGBT, a copy of the an audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower GBT and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, and except with respect to any reconciliation required in the case connection therewith, audited and accompanied by a report and opinion of audited financial statementsan independent registered public accounting firm of nationally recognized standing, without a which report and opinion shall (i) be prepared in accordance with generally accepted auditing standards and (ii) not be subject to any “going concern” or like qualification or exception(other than an emphasis of matter paragraph) (other than with respect to, or resulting from, (x) an upcoming maturity date under any indebtedness that is scheduled to occur within eighteen (18) months from the time such report and opinion are delivered, (y) any actual or potential default or event of default of, or inability to satisfy, any financial covenant under this Agreement and/or any other Indebtedness and/or (z) exceptions for qualifications relating to change in accounting principles or practices reflecting a change in GAAP and required or approved by such independent certified public accountants) or any qualification arising out of or exception as to the scope of the such audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and; (b) commencing with the fiscal quarter ended June 30, 2024, as soon as available, but in any event not later than 45 event, within sixty (60) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the BorrowerGBT, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower GBT and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited (i) consolidated statements of income and of cash flows or operations for such fiscal quarter and for the portion of the fiscal year through then ended and (ii) consolidated statements of cash flows for the end portion of such quarterthe fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of GBT as being fairly stated presenting in all material respects (the financial condition, results of operations and cash flows of GBT and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustmentsadjustments and to the absence of footnotes; and (c) substantially concurrently with the delivery of any Compliance Certificate pursuant to Sections 6.02(a) below, if GBT has any Unrestricted Subsidiaries, consolidating information (which need not be audited and may be in narrative form) that explains in reasonable detail the differences between the financial information relating to GBT and its consolidated Subsidiaries, on the one hand, and the financial information relating to GBT and the Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of GBT and its consolidated Subsidiaries by furnishing,) if applicable, GBT’s Form 10-K, 10-Q, Annual Information Form and quarterly financial statements, as applicable, filed with the SEC; provided that, to the extent such information is in lieu of information required to be provided under Section 6.01(a). All , such financial statements shall be complete materials are accompanied by a report and correct in all material respects opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsgenerally accepted auditing standards.

Financial Statements. Furnish Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) with respect to the Borrower, as soon as available, but in any event within 90 one hundred five (105) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit and to the audit, by Ernst & Young, LLP effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or other independent certified public accountants in a letter) and fairly present in all material respects the financial condition of nationally recognized standingthe Borrower and its Subsidiaries at the dates thereof and the results of its consolidated operations for the periods covered thereby; and (b) with respect to the Borrower, as soon as available, but in any event not later than 45 within fifty (50) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the Borrower, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d). All , the Borrower shall not be separately required to furnish such financial statements information under clause (a) or (b) above, but the foregoing shall not be complete in derogation of the obligation of the Borrower to furnish the information and correct materials described in all material respects clauses (a) and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as b) above at the case may be, and disclosed in reasonable detail times specified therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 not later than the date that is 105 days after the end of each fiscal year of the BorrowerBorrower ending on or after December 31, 2011 (or such earlier date that is the 5th Business Day after the date on which the Borrower is required to file a Form 10-K with the SEC (including all permitted extensions)), (i) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations and of cash flows for such year, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing; andstanding not unacceptable to the Administrative Agent in its reasonable judgment and (ii) a narrative report and management’s discussion and analysis, in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of the Borrower for such fiscal year, as compared to amounts for the previous fiscal year (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation under this subsection 6.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than 45 the date that is 60 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower (or such earlier date that is the 5th Business Day after the date on which the Borrower is required to file a Form 10-Q with the SEC (including all permitted extensions)), (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) and (ii) a narrative report and management’s discussion and analysis, in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligations under this subsection 6.1(b) with respect to such quarter). All ; and (c) to the extent applicable, concurrently with any delivery of consolidated financial statements under subsection 6.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by the Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the Borrower and its Restricted Subsidiaries, all such financial statements delivered pursuant to subsection 6.1(a) or (b) to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b), shall be be) certified by a Responsible Officer of the Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to subsection 6.1(b), for the absence of certain notes).

Financial Statements. Furnish to the Administrative Agent and Agent, for distribution to each Lender: (a) as soon as available, but in any event within 90 (i) ninety (90) days after the end of each fiscal year of the BorrowerBorrower or (ii) if the Borrower has been granted an extension by the SEC with respect to any fiscal year of the Borrower permitting the late filing by the Borrower of any annual report on form 10-K (including pursuant to Rule 12b-25), the later of (x) 90 days after the end of such fiscal year of the Borrower and (y) the last day of such extension period, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditaudit (other than solely with respect to, or resulting solely from an upcoming maturity date under this Agreement or other Indebtedness permitted pursuant to Section 7.2 occurring within one year from the time such report is delivered), by Ernst & Youngany “Big Four” accounting firm, LLP or any other independent certified public accountants of nationally recognized standingstanding and reasonably acceptable to the Administrative Agent; and (b) as soon as available, but in any event not later than 45 within (i) forty-five (45) days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerBorrower or (ii) if the Borrower has been granted an extension by the SEC with respect to any fiscal quarter of the Borrower permitting the late filing by the Borrower of any annual report on form 10-Q (including pursuant to Rule 12b-25), the later of (x) 45 days after the end of such fiscal quarter of the Borrower and (y) the last day of such extension period, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments)respects. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein, and in the case of quarterly financials, except for the absence of footnotes and subject to year-end adjustments) consistently throughout the periods reflected therein and with prior periods. Additionally, information required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such information is included in forms 10-K or 10-Q or otherwise filed with the SEC) may be delivered electronically and, shall be deemed to have been delivered on the date (i) on which Borrower posts such information, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.2; (ii) when such information is posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; or (iii) on which Borrower files such form 10-K, form 10-Q or other report, as applicable, with the SEC and such documents are publicly available on the SEC’s ▇▇▇▇▇ filing system or any successor thereto, if any; provided that, in the case of clauses (i) and (ii), (A) the Borrower shall deliver copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such copies until written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. 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 by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents,

Financial Statements. Furnish Deliver to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of WFS (or, if earlier, 5 days after the Borrowerdate required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ended December 31, 2010), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower WFS and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, changes in shareholders’ equity, and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onprepared in accordance with GAAP, such consolidated statements to be (i) audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit and (ii) to be accompanied by unaudited reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the auditUnrestricted Subsidiaries) and the related consolidated statements of income or operations, by Ernst & Youngchanges in shareholders’ equity, LLP or other independent certified public accountants of nationally recognized standingand cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year; and (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerBorrowers (or, if earlier, 5 days after the unaudited date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2010), a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower WFS and its consolidated and consolidating Subsidiaries as at the end of such quarter and fiscal quarter, the related unaudited consolidated statements of income or operations for such fiscal quarter and for the portion of the WFS’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the WFS’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of WFS as fairly presenting the consolidated financial condition, results of operations, shareholders’ equity and cash flows of WFS and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; such consolidated statements to be accompanied by unaudited reconciling financial statements including a balance sheet of WFS and its Restricted Subsidiaries (and excluding the Unrestricted Subsidiaries) and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such quarter and the portion of the fiscal year through the end of such quarteryear, setting forth in each case in comparative form the figures for the previous fiscal year; and (c) as soon as available, certified but in any event at least 15 days before the end of each fiscal year of WFS, forecasts prepared by management of WFS, in form reasonably satisfactory to the Administrative Agent, of (i) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Subsidiaries on a Responsible Officer as being fairly stated quarterly basis for the immediately following fiscal year and (ii) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year. As to any information contained in all material respects materials furnished pursuant to Section 6.02(b), the Borrowers shall not be separately required to furnish such information under clause (subject a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to normal year-end audit adjustments). All such financial statements shall be complete furnish the information and correct materials described in all material respects clauses (a) and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as b) above at the case may be, and disclosed in reasonable detail times specified therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to the Administrative Agent and each LenderBank: (a) as soon as available, but in any event within 90 120 days after the end of each fiscal year of the BorrowerParent, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, shareholders' equity and of cash flows for such year (as included or incorporated by reference in the Parent's Annual Report on Form 10-K or successor form filed with the SEC for each such fiscal year), setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP Price Waterhouse or other independent certified public accountants of nationally recognized standingstanding not unacceptable to the Majority Banks; and (b) as soon as available, but in any event not later than 45 75 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows operations for such quarter and the related unaudited consolidated statements of operations and cash flows for the portion of the fiscal year through the end of such quarterquarter (as included in the Parent's Quarterly Report on Form 10-Q or successor form filed with the SEC for each such period), setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject when considered in relation to normal year-end audit adjustments)the consolidated financial statements of the Parent and its Subsidiaries. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance conformity with GAAP applied (except as approved by such accountants or officersubject, as in the case of interim statements, to normal year-end adjustments and to the fact that such financial statements may be, be abbreviated and disclosed in reasonable detail thereinmay omit footnotes or contain incomplete footnotes) applied consistently throughout the periods reflected therein and with prior periodsperiods (except as disclosed therein).

Financial Statements. Furnish to the Administrative Agent and for prompt further distribution to each LenderLender each of the following: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerHoldings, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP PricewaterhouseCoopers or other independent certified public accountants of nationally recognized standingstanding (other than as may be required as a result of the impending maturity of the Obligations maturing within one (1) year after the time such opinion is delivered); and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerHoldings, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail thereintherein and except for the absence of footnotes with the interim statements) consistently throughout the periods reflected therein and with prior periods. Delivery by Holdings to the Administrative Agent and the Lenders of its annual report to the SEC on Form 10-K and its quarterly report to the SEC on Form 10-Q, in each case in accordance with SEC requirement for such reports, shall be deemed to be compliance by Holdings with this Section 6.1(a) and Section 6.1(b), as applicable.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after (i) the 135th day following the end of the fiscal year of the Borrower ending January 28, 2018 and (ii) the 120th day following the end of each fiscal year of the Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer) ending thereafter, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, equity and of cash flows for such year, setting forth forth, commencing with the financial statements for the fiscal year ending February 3, 2019, in each case case, in comparative form the figures for and as of the end of the previous year, reported onon without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely toarises solely with respect to, results from or arises on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the case of audited Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements, statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Youngso long as the report included in such Form 10-K or accompanying such financial statements, LLP as applicable, does not contain any “going concern” or like qualification or exception (other independent certified public accountants than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of nationally recognized standing; and(i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, the Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially similar to the management’s discussion and analysis of financial information included in the offering memorandum for the Senior Notes); (b) as soon as available, but in any event not later than 45 days after the fifth Business Day following (I) the 90th day following the end of the quarterly period ending July 30, 2017, the unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for such quarterly period and (II) (i) the 90th day following the end of the quarterly period ending October 29, 2017 and (ii) the 60th day following the end of each of the first three quarterly periods of each fiscal year of the Borrower (or such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the fiscal quarter ending April 29, 2018, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of changes in cash flows of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case commencing with the financial statements for the fiscal quarter ending October 28, 2018 in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter). All , together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion and analysis of financial information with respect to the financial statements included in the offering memorandum for the Senior Notes); (c) to the extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the material adjustments necessary (as determined by the Borrower in good faith, which determination shall be conclusive) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and (d) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be complete and correct certified by a Responsible Officer of the Borrower to) fairly present in all material respects the financial condition of the Borrower and, if applicable the applicable Parent Entity or IPO Vehicle and, its Subsidiaries in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be prepared certified by a Responsible Officer of the Borrower, to the knowledge of such Responsible Officer, as being) in reasonable detail and prepared in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods that began on or after the Closing Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes). Notwithstanding anything in clausesclause (a) or (b) of this Subsection 7.1 to the contrary, except as expressly required with respect to Unrestricted Subsidiaries in clause (c) above, in no event shall any annual or quarterly financial statements delivered pursuant to clausesclause (a) or (b) of this Subsection 7.1 be required to (x) include any segment reporting, reporting with respect to non-consolidated subsidiaries, separate consolidating financial information with respect to the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements or information for the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act andor (z) comply with Rule 3-03(e), Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act.

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) with respect to each fiscal year of Borrower ending after the Closing Date, as soon as available, but in any event within 90 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, year and reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andthe Independent Accountants; (b) as soon as available, but in any event not later than 45 30 days after the end of each of calendar month commencing on the first three quarterly periods of each fiscal year of the Borrowermonth ending September 30, 2013, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet sheets of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter month and the related unaudited consolidated statements of income and of cash flows for such quarter month and the portion of the fiscal year through the end of such quartermonth, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); (c) as soon as available, but in any event not later than 30 days after the end of each month a schedule, certified by a Responsible Officer, a detail of the Capital Expenditures made by Borrower and its Subsidiaries during such month in such form and with such detail as Agent shall request, together with a comparison to the corresponding period in the most recently delivered Projections; and (d) such other information as Agent or any Lender may from time to time reasonably request. All such financial statements delivered pursuant to this Section 5.1 shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants the Independent Accountants or officerResponsible Officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein , and with prior periodsquarterly financial statements shall be subject to normal year-end audit adjustments and need not be accompanied by footnotes).

Financial Statements. Furnish Each Loan Party shall deliver to the Administrative Agent (for distribution to each Lender), in form and detail reasonably satisfactory to Administrative Agent and each LenderRequired Lenders: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of Borrower (commencing with the Borrowerfiscal year ending December 31, 2021), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries statement of assets and liabilities as at the end of such year and fiscal year, together with the related audited consolidated schedule of investments and statements of income and of operations, changes in cash flows for such yearfiscal period, setting forth and changes in each case net assets for such fiscal period, all in comparative form the figures for the previous yearreasonable detail and prepared in accordance with GAAP, reported onsuch consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Required Lenders, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of the such audit, and such consolidating statements to be certified by Ernst & Young, LLP or other independent certified public accountants a Responsible Officer of nationally recognized standing; andBorrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower; (b) as soon as available, but in any event not later than 45 within sixty (60) days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the Borrower, the an unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet statement of the Borrower assets and its consolidated and consolidating Subsidiaries liabilities as at the end of such quarter and fiscal quarter, together with the related unaudited consolidated schedule of investments and statements of income and of operations, changes in cash flows for such quarter fiscal quarter, and changes in net assets for such fiscal quarter, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as fairly presenting in all material respects the financial condition, results of operations, and cash flows of the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the portion absence of the fiscal year through the end of footnotes (other than explanatory footnotes) and such quarter, setting forth in each case in comparative form the figures for the previous year, consolidating statements to be certified by a Responsible Officer as being of Borrower to the effect that such statements are fairly stated in all material respects (subject when considered in relation to normal year-end audit adjustments). All such the consolidated financial statements of Borrower; (c) as soon as available, but in any event at least fifteen (15) days before the end of each fiscal year of such Loan Party, forecasts prepared by management of Borrower, in form satisfactory to Administrative Agent and Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Consolidated Group on a monthly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs); provided, that such forecasts shall be complete based solely on the Properties owned by the Consolidated Group as of the date of such forecast and shall not reflect anticipated equity contributions to be made to Borrower or dividends and distributions to be made by Borrower; provided further, that forecasts in the format provided to Administrative Agent prior to the Closing Date shall be deemed to be in a form satisfactory to Administrative Agent and Required Lenders for purposes of this clause (c); and (d) (i) as soon as reasonably practicable, but in any event at least fifteen (15) days before the end of each fiscal year of Borrower, a capital and operating budget for each Unencumbered Property; and (ii) as soon as reasonably practicable but in any event within sixty (60) days after the end of each fiscal quarter of Borrower, (A) a statement of all income and expenses for such fiscal quarter in connection with each Unencumbered Property, (B) a current rent roll (including agings of rent payments) as of last day of such fiscal quarter in connection with each Unencumbered Property, including in each case a comparison to the budget, each certified in writing as true and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved without duplication of any materiality standards set forth therein) by such accountants or officer, as the case may bea Responsible Officer of Borrower, and disclosed in reasonable detail therein(C) consistently throughout the periods reflected therein other statements, reports, and with prior periodsinformation as Administrative Agent may reasonably request.

Financial Statements. Furnish Deliver to the Administrative Agent and for further distribution to each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrowerterms hereof), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrower terms hereof) and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of operations and income and of cash flows (loss) for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of any independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification qualification, exception or exceptionexplanatory paragraph or any qualification, exception or qualification arising out of explanatory paragraph as to the scope of such audit (other than any such exception, qualification or explanatory paragraph that is with respect to, or resulting from, (i) an upcoming maturity date under any Indebtedness, (ii) any potential inability to satisfy a financial maintenance covenant, including the auditFinancial Covenant, by Ernst & Youngon a future date or in a future period or any actual breach of the Financial Covenant at such time or (iii) the activities, LLP operations, financial results, assets or other independent certified public accountants liabilities of nationally recognized standing; andany Unrestricted Subsidiary), together with a management’s discussion and analysis of financial information in a form substantially consistent with the management’s discussion and analysis delivered to the Sponsor; (b) as soon as available, but in any event not later than within 45 days (other than the last fiscal quarter of a fiscal year) after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrowerterms hereof) (commencing with the first fiscal quarter for which financial statements were not delivered prior to the Closing Date), the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrower terms hereof) and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of operations and income and of cash flows (loss) for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower (or of Parent, any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) as being fairly stated presenting in all material respects the financial condition, results of operations of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes, together with a management’s discussion and analysis of financial information in a form substantially consistent with the management’s discussion and analysis delivered to the Sponsor; (c) [reserved];unless and until amended or waived by the Required Lenders and the Required Revolving Lenders, within 30 days after the end of each fiscal month of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) (commencing with the first (d) [reserved]; andunless and until amended or waived by the Required Lenders and the Required Revolving Lenders, on or prior to the Friday of each week following any week in which Liquidity is less than $12,500,000, beginning with the Friday of the first full week ending after the Third Amendment Effective Date, the Borrower shall prepare and deliver to the Administrative Agent, Ally Representative and Blackstone Credit Representative, a 13-week cash flow statement in form and substance {reasonably satisfactory to the Ally Representative and }Blackstone Credit Representative (the “Cash Flow Report”), which Cash Flow Report shall reflect the Borrower’s good faith projection of all weekly cash receipts and disbursements in connection with the operation of its business during such 13-week period. All Commencing with the second such Cash Flow Report, the Borrower shall also provide the Administrative Agent, Ally Representative and Blackstone Credit Representative a report, comparing ▇▇▇▇▇▇▇▇’s actual cash receipts and disbursements for the immediately preceding week to projected cash receipts and disbursements for such week {as set forth in the }Cash Flow Report; and (e) concurrently with the delivery of any financial statements shall pursuant to Sections 6.01(a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be complete and correct in all material respects and shall be prepared satisfied by furnishing, at the option of the Borrower, the applicable financial statements or, as applicable, forecasts of (I) any successor of the Borrower or (II) Borrower, Holdings Topco or any Parent Holding Company; provided that to the extent such information relates to the Borrower or a Parent Holding Company, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Borrower, Holdings Topco or any Parent Holding Company, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, and (B) (i) in accordance the event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with GAAP applied the SEC or in such form as would have been suitable for filing with the SEC, within the time frames set forth in clause (except as approved a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such accountants clause (a) and such report and opinion does not contain any “going concern” or officerlike qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of audit (other than any such qualification, exception or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC, within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section with respect to such fiscal quarter to the extent that it contains the information required by such clause (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q (or similar filings in the applicable jurisdiction) satisfies the requirements of clauses (a) or (b) of this Section 6.01, as the case may be. To the extent the SEC has granted the ability to extend any financial statement reporting deadline generally to all non-accelerated filers, including pursuant to Rule 12b-25 (but only to the extent the Borrower, Holdings Topco, Parent or any Parent Holding Company has complied with the filing and disclosed in reasonable detail thereinother requirements of Rule 12b-25 that would have been required if the Borrower, Holdings Topco, Parent or such Parent Holding Company were a non-accelerated filer by posting any such required filings (or filings substantially similar to what Rule 12b-25 would require) consistently throughout to the periods reflected therein Administrative Agent), (the “Extended SEC Reporting Deadline”) and with prior periodssuch Extended SEC Reporting Deadline would be later than the deadline for delivery of the corresponding financial statements of the Borrower pursuant to clause (a) or (b) of this Section 6.01 (the “Section 6.01 Reporting Deadline”), then the applicable Section 6.01 Reporting Deadline shall be automatically deemed to be extended to the date of the Extended SEC Reporting Deadline, without any further action by any party (this proviso, the “Reporting Extension Provision”).

Financial Statements. Furnish Deliver to the Administrative Agent and for prompt further distribution to each Lender: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the BorrowerBorrower (or, with respect to the first fiscal year ended after the Closing Date, as soon as available, but in any event within one hundred twenty (120) days after the end of such fiscal year), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, stockholders’ equity and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of the such audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 event, within forty-five (45) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the BorrowerBorrower (or, with respect to the unaudited fiscal quarters of the fiscal year ended after the Closing Date, as soon as available, but in any event within seventy-five (75) days after the end of such fiscal quarters), a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited (i) consolidated statements of income and of cash flows or operations for such fiscal quarter and for the portion of the fiscal year through then ended and (ii) consolidated statements of cash flows for the end portion of such quarterthe fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments). All such adjustments and the absence of footnotes; and (c) simultaneously with the delivery of each set of consolidated financial statements shall referred to in Section 6.01(a) and (b) above the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be complete satisfied with respect to financial information of the Borrower and correct its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower that holds all of the Equity Interests of the Borrower, (B) the Borrower’s (or any direct or indirect parent thereof, as applicable), Form 10-K or 10-Q, as applicable, filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements determined in all material respects accordance with IFRS; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsgenerally accepted auditing standards.

Financial Statements. Furnish to the Administrative Agent Agent, in form and detail satisfactory to the Agent, with sufficient copies for each Lender, the following documents: (a) as soon as available, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowerFiscal Year, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet Consolidated financial statements of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such year and the related audited consolidated Consolidated statements of income income, stockholders equity, and of cash flows of the Borrower and its Consolidated Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported oncertified, in the case of the audited Consolidated financial statementsstatements and audited Consolidated statements of income as being fairly stated in all material respects by an independent accounting firm reasonably acceptable to the Agent, without a it being understood that any nationally recognized certified public accounting firm is satisfactory to the Agent, which report and opinion shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit other than any such qualification or exception that is solely with respect to, or resulting solely from, (x) an upcoming maturity date under this Agreement or the audit, by Ernst & Young, LLP Senior Credit Agreement occurring within one year from the time such report is delivered or other independent certified public accountants of nationally recognized standing; and(y) any inability to satisfy the financial covenants set forth in the Senior Credit Agreement; (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of Fiscal Quarter (including the first three quarterly periods last Fiscal Quarter of each fiscal year of Fiscal Year which, for such Fiscal Quarter, shall be a Borrower prepared draft subject to standard audit adjustments), (i) the Borrower, the Borrower prepared unaudited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet sheets of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such quarter Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows (and, upon the request of the Agent, if an Event of Default has occurred and is continuing, stockholders equity) of the Borrower and its Consolidated Subsidiaries for such quarter and the portion of the fiscal year Fiscal Year through the end of such quarterFiscal Quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous yearFiscal Year, and (ii) a report reflecting compliance with Section 7.16 (with reasonably detailed supporting information), in each case, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects respects; and (c) within thirty (30) days after the end of each month (or such later date as the Agent agrees in its sole discretion), (including the last month of each Fiscal Quarter and each Fiscal Year, which, for such months, shall be a Borrower prepared draft subject to normal year-end standard audit adjustments). All , commencing with the first full month occurring after the Restatement Date, the Borrower prepared unaudited Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related unaudited statements of income and cash flows (and, upon the request of the Agent, if an Event of Default has occurred and is continuing, stockholders equity) of the Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year through the end of such Fiscal Month, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer of the Borrower as being fairly stated in all material respects; all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officerconsistently applied, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods (except as approved by a Responsible Officer of the Borrower and disclosed therein), provided however that (i) the Consolidating financial statements delivered pursuant to clause (a) hereof, (ii) all the financial statements delivered pursuant to clause (b) hereof will not be required to include footnotes and will be subject to change as a result of audit and year-end adjustments and (iii) all the financial statements delivered pursuant to clause (c) hereof will not be required to include exhibits and will be subject to change as a result of audit, quarterly and/or year-end adjustments. Notwithstanding the foregoing, the obligations in Section 6.1(a) and Section 6.1(b) may be satisfied with respect to financial information of the Borrower and its Consolidated Subsidiaries by furnishing Form 10-K or 10-Q of the Borrower, as applicable, filed with the SEC; provided that to the extent such information is in lieu of information required to be provided under Section 6.1(a), such materials are accompanied by a report and opinion of the Borrower’s auditor or any other independent accounting firm reasonably acceptable to the Agent, it being understood that any nationally recognized certified public accounting firm is satisfactory to the Agent, which report and opinion shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit other than any such qualification or exception that is solely with respect to, or resulting solely from, (x) an upcoming maturity date under this Agreement or the Senior Credit Agreement occurring within one year from the time such report is delivered or (y) any inability to satisfy the financial covenants set forth in the Senior Credit Agreement.

Financial Statements. Furnish Deliver to the Administrative Agent and for prompt distribution to each Lender: (a) as soon as available, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year of Fiscal Year (commencing with the BorrowerFiscal Year ending December 31, 2022), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Guarantor, the Borrower and its consolidated and consolidating the Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated statements of income or operations, changes in equity holders’ equity, and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or explanatory paragraph (other than a “going concern” qualification arising out or exception or explanatory paragraph resulting solely from an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered or any actual or anticipated breach of the financial covenants set forth in Section 6.11) or any qualification or exception or explanatory paragraph as to the scope of such audit; provided the auditforegoing financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, by Ernst & Youngthe Borrower and the Subsidiaries, LLP on the one hand, and the information relating to the Parent Guarantor, the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, to the extent applicable; provided further that (A) no comparison required under this Section 5.01(a) shall be required to be made until the financial statements delivered in connection with the Fiscal Year ended to December 31, 2023 and (B) no comparison to any previous or other independent certified public accountants preceding Fiscal Year during which a change in the Fiscal Year was effected shall be required to be included in such audited financial statements, so long as such change in fiscal year is permitted under Section 6.13 (provided that, the Parent Guarantor shall deliver such comparison on an unaudited basis concurrently with the delivery of nationally recognized standing; andsuch audited financial statements). (b) as soon as available(x) in connection with each of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ending June 30, but in any event not later than 45 2022), within sixty (60) days after the end of each of the first three quarterly periods of each such fiscal year of the Borrowerquarter, the an unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Guarantor, the Borrower and its consolidated and consolidating the Subsidiaries as at the end of such quarter and fiscal quarter, the related unaudited consolidated statements of income and of cash flows or operations for such fiscal quarter and for the portion of the fiscal year through Fiscal Year then ended, and the end related consolidated statements of such quarterchanges in equity holders’ equity, and cash flows for the portion of the Fiscal Year then ended, setting forth in each case in comparative form form, as applicable, the figures for the corresponding fiscal quarter of the previous yearFiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer the Borrower as being fairly stated presenting, in all material respects (respects, the financial condition, results of operations, equity holders’ equity and cash flows of the Parent Guarantor, the Borrower and the Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments). All such adjustments and the absence of footnotes; provided the foregoing financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, the Borrower and the Subsidiaries, on the one hand, and the information relating to the Parent Guarantor, the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, to the extent applicable; provided further that no comparison required under this Section 5.01(b) shall be complete required to be made to any previous or preceding fiscal quarter to the extent such fiscal quarter ended prior to September 30, 2022 and correct (y) if the Funding Date does not occur on or prior to June 30, 2022, on or prior to September 30, 2022, (i) an unaudited consolidated balance sheet and related unaudited statement of operations and comprehensive loss, and changes in shareholders’ equity and cash flows of Obagi and its Subsidiaries (including all notes thereto) as of and for the fiscal quarter ending June 30, 2022 and (ii) an unaudited balance sheet and related unaudited consolidated statement of operations, and member’s equity and cash flows of Milk and its Subsidiaries (including all notes thereto) as of and for the fiscal quarter ending June 30, 2022, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting, in all material respects respects, the financial condition, results of operations, equity holders’ equity and shall be prepared in reasonable detail cash flows of Obagi and its Subsidiaries or Milk or its Subsidiaries, as applicable, in accordance with GAAP applied GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (except as approved c) not later than sixty (60) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2023), an annual budget of the Parent Guarantor, the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of consolidated balance sheets and statements of income or operations and cash flows of the Parent Guarantor, the Borrower and the Restricted Subsidiaries on a quarterly basis for the then-current Fiscal Year (including the Fiscal Year in which the Latest Maturity Date occurs, if such Fiscal Year is the then-current Fiscal Year); Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Parent Guarantor, the Borrower and the Restricted Subsidiaries by such accountants furnishing the applicable financial statements and related narrative report of any direct or officerindirect parent of the Parent Guarantor (in each case, including a reasonably detailed reconciliation reflecting the financial information of the Parent Guarantor, the Borrower and the Restricted Subsidiaries). As to any information contained in materials furnished pursuant to Section 5.02(b) with respect to the Parent Guarantor (or any direct or indirect parent thereof), as applicable, the case may be, Parent Guarantor shall not be required separately to furnish such information under paragraphs (a) and disclosed in reasonable detail therein(b) consistently throughout the periods reflected therein and with prior periodsof this Section 5.01.

Financial Statements. Furnish to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 95 days after the end of each fiscal year of the BorrowerParent REIT (or such later date as permitted by the SEC), commencing with the fiscal year ending December 31, 2019, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent REIT and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of such year and for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditaudit (other than customary exceptions for current obligations and successor auditing firms), by Ernst & YoungYoung LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 50 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent REIT (or such later date as permitted by the SEC), commencing with the fiscal quarter ending March 31, 2019, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Parent REIT and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of such quarter and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All ; all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish (a) Deliver to the Administrative Agent and Agent, for prompt further distribution to each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 the earlier to occur of (i) the fifteenth day after the Form 10-K Annual Report is filed with the Securities and Exchange Commission with respect to the end of each fiscal year of the Parent, and (ii) the 100th day after the end of each fiscal year of the Parent, annual audited financial statements of the Parent and its Subsidiaries, including all notes thereto, which statements shall include, on a consolidated basis, a balance sheet as of the end of such fiscal year and a statement of operations, a statement of changes in equity and a statement of cash flows for such fiscal year, all setting forth in comparative form the corresponding figures from the previous fiscal year and accompanied by a report and opinion of G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or an accounting firm of national standing reasonably acceptable to the Administrative Agent (it being understood that any of the “big four” accounting firms is acceptable to the Administrative Agent)) which report shall not contain any qualification (and be without comment as to the accountants’ opinion whether such Person is a “going concern” or can continue to be a “going concern”) (other than resulting from (x) impending debt maturities occurring within 12 months of such audit, (y) any actual or prospective breach of any financial covenant contained in any documentation governing Indebtedness or (z) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), and shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the financial position of the Parent and its Subsidiaries as of the date thereof and the results of its operations and cash flows for the period covered thereby in conformity with GAAP consistently applied; (b) Deliver to the Administrative Agent, for prompt further distribution to each Lender, as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent, the quarterly unaudited consolidated financial statements of the Parent and unaudited Borrower-prepared consolidating its Subsidiaries, which statements shall include (i) a balance sheet as of the Borrower and its consolidated and consolidating Subsidiaries as at the end of the respective fiscal quarter, (ii) a statement of operations for such respective fiscal quarter and for the related unaudited consolidated statements fiscal year to date setting forth in comparative form the corresponding figures for the corresponding period of income the preceding fiscal year and (iii) a statement of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, to date setting forth in each case in comparative form the corresponding figures for in the previous corresponding period of the preceding fiscal year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied and certified by a financial officer of the Borrower as fairly and accurately presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries, on a consolidated basis, at the dates and for the periods indicated therein, subject to normal year-end adjustments; and (except c) As soon as approved available, but in any event within 60 days of each fiscal year of the Parent, a management-prepared budget of the Parent and its Restricted Subsidiaries for such fiscal year (which budget shall be limited to a Capital Expenditure line, an income statement presenting profitability to the EBITDA line and a summary of cash flows in the form provided to the Administrative Agent prior to the Closing Date or otherwise in a form reasonably acceptable to the Administrative Agent). Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Parent and the Restricted Subsidiaries by such accountants furnishing (A) the applicable financial statements of the Parent (or officerany direct or indirect parent of the Parent) or (B) the Parent’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the case may beSEC; provided that, with respect to clauses (A) and disclosed (B), (i) to the extent such information relates to a parent of the Parent, such information is accompanied by consolidating information that explains in reasonable detail thereinthe differences between the information relating to the Parent (or such parent), on the one hand, and the information relating to the Parent and the Subsidiaries on a stand-alone basis, on the other hand and (ii) consistently throughout to the periods reflected therein extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of any independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with prior periodsgenerally accepted auditing standards and, except as permitted in Section 6.01(a), shall not contain any qualifications or exceptions as to the scope of such audit or any “going concern” explanatory paragraph or like qualification (other than resulting from (x) the impending maturity of any Indebtedness, (y) any actual or prospective breach of any financial covenant contained in any Indebtedness or (z) or the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary). Documents required to be delivered pursuant to this Section 6.01 and Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the Borrower’s website (or the website of any direct or indirect parent of the Borrower); or (ii) on which such documents are posted on the Borrower’s behalf on any Platform, 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) upon reasonable written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which notification may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that a failure to deliver such notice required by this paragraph shall not constitute a Default hereunder. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, changes in common stockholders’ equity and of cash flows for such year, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, Young LLP or other independent certified public accountants of nationally recognized standing; andstanding not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Section 6.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than 45 days the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligations under this Section 6.1(b) with respect to such quarter). All ; and (c) all such financial statements delivered pursuant to Sections 6.1(a) and 6.1(b) to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to Section 6.1(b), for the absence of certain notes).

Financial Statements. Furnish to the Administrative Agent and for distribution to each Lender: (a) as soon as available, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year of Holdings (commencing with the Borrowerfiscal year ending December 31, 2020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth forth, commencing with such financial statements delivered for the fiscal year ending December 31, 2020 in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exceptionexception (other than a “going concern” or like qualification or exception with respect to, resulting from or qualification arising out solely on account of the scope (i) an upcoming maturity or termination date of the auditany Loan or other Indebtedness permitted hereunder or (ii) any potential (but not actual) inability to satisfy any financial maintenance covenant included in this Agreement or any other Indebtedness of any Group Member), by Ernst & YoungBDO USA, LLP or LLP, PricewaterhouseCoopers, Deloitte LLP, any other independent certified public accountants accountant of nationally recognized standingstanding or any other independent certified public accountant that is reasonably acceptable to the Administrative Agent; and (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of Fiscal Quarter (other than the first three quarterly periods fourth Fiscal Quarter of each fiscal year year) of Holdings (commencing with the BorrowerFiscal Quarter ending September 30, 2020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows for such quarter Fiscal Quarter and the portion of the fiscal year through the end of such quarter, Fiscal Quarter setting forth in each case case, commencing with the Fiscal Quarter ending December 31, 2020 in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and footnote disclosures). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Notwithstanding the foregoing or anything to the contrary in this Agreement, the obligations in paragraphs (a) and (b) of this Section 6.1 may instead, at the election of the Borrower in its sole discretion, be satisfied with respect to any financial statements of Holdings or the Borrower by furnishing (A) the applicable financial statements of any direct or indirect parent company of Holdings or the Borrower or (B) its or any such parent company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any such parent company and (2) either (I) such parent company (or any subsidiary of such parent company (other than Holdings and/or any of its Subsidiaries)) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such parent company’s ownership of Holdings, the Borrower and its subsidiaries) or (II) there are material differences (as determined by the Borrower in good faith) between the financial statements of such parent company and its consolidated subsidiaries, on the one hand, and Holdings, the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such parent company and its consolidated subsidiaries, on the one hand, and the information relating to Holdings, the Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 6.1(a), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 6.1(a).

Financial Statements. Furnish Borrowers will furnish to the Administrative Agent and each Lenderor cause to be furnished to Administrative Agent: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the BorrowerCHI, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet financial statements of the Borrower and its consolidated and consolidating Subsidiaries CHI as at of the end of and for such year and the related audited consolidated statements of income and of cash flows for such year, setting forth (in each case in comparative form the figures for the previous yearcase, reported ontogether with any accompanying information delivered to such Person’s shareholders, and in the case form delivered to such Person’s shareholders), all reported on by independent public accountants of audited financial statements, recognized national standing (without a “going concern” or like qualification or exception, exception and without any qualification or qualification arising out of exception as to the scope of such audit) to the auditeffect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of CHI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by Ernst & Young, LLP or other independent certified any management letter prepared by said accountants; provided that no such financial statements shall be required to be delivered under this Section 5.01(a) so long as CHI is current with its public accountants of nationally recognized standing; andreporting requirements to the SEC; (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three quarterly periods fiscal quarters of each any fiscal year of the BorrowerCHI, the CHI’s unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarterfinancial statements, setting forth in each case in comparative form the figures for the previous year, all certified by a one of its Responsible Officer Officers as being presenting fairly stated in all material respects (the financial condition and results of operations of CHI and its consolidated Subsidiaries on a consolidated basis, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments). All adjustments and the absence of footnotes; provided that no such financial statements shall be complete required to be delivered under this Section 5.01(b) so long as CHI is current with its public reporting requirements to the SEC; (c) within twenty (20) days after the end of each fiscal quarter, a certificate of a Responsible Officer of each Borrower certifying as to whether (i) a Default or Mandatory Prepayment Event has occurred or is occurring and correct in all material respects and shall be prepared setting forth in reasonable detail the assets and liabilities of such Borrower or a statement that substantially all of such Borrower’s assets (other than any Shares held in accordance accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Collateral and substantially all of such Borrower’s liabilities are those created under the Margin Loan Documentation; and (d) concurrently with any delivery of financial statements under Section 5.01(b), a certificate of a Responsible Officer of each Borrower certifying as to whether any relevant change in GAAP applied (except as approved by or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.01(a) and, if any such accountants change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. Each Borrower shall promptly furnish to any Agent or officerLender such additional information regarding the business, financial or corporate affairs of such Borrower or the Guarantor, or compliance with the terms of the Margin Loan Documentation, as the case such Agent or Lender may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsfrom time to time reasonably request.

Financial Statements. Furnish (a) Deliver to the Administrative Agent and for prompt further distribution to each Lender: (a) , as soon as available, but in any event within 90 one hundred eighty (180) days after the end of the fiscal year ending December 31, 2009 and within ninety (90) days after the end of each subsequent fiscal year, beginning with the fiscal year of the Borrowerending December 31, 2010, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, stockholders’ equity (other than with respect to the fiscal year ending December 31, 2009) and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit; provided that no later than 90 days following the auditBorrower’s fiscal year ending December 31, 2009, the Borrower shall deliver to the Administrative Agent, (i) audited combined financial statements of the Acquired Company and its Subsidiaries (but otherwise satisfying the requirements set forth above including with respect to an audit opinion) for the portion of the 2009 fiscal year ending on the day prior to the Closing Date and as of the day prior to the Closing Date and (ii) unaudited consolidated financial statements (otherwise satisfying the requirements set forth above except that such financial statements shall be unaudited) for the Borrower and its Subsidiaries for the period from the Closing Date to December 31, 2009 and as of December 31, 2009, certified by Ernst & Younga Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, LLP or other independent certified public accountants results of nationally recognized standing; andoperations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP subject to the absence of footnotes and the finalization of purchase accounting adjustments; (b) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event not later than 45 within (x) sixty (60) days after the end of the fiscal quarter ending March 31, 2010 and (y) within forty-five (45) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the BorrowerBorrower for fiscal quarters ended on or after June 30, the unaudited 2010, a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter and the related unaudited (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than ninety (90) days after the end of the fiscal year ending December 31, 2009 and no later than sixty (60) days after the end of each subsequent fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2010, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”). All , which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and (d) Deliver to the Administrative Agent with each set of consolidated financial statements shall referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be complete in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and correct (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or any direct or indirect parent of the Borrower) or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in all material respects reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in reasonable detail and in accordance with GAAP applied generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit. Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(c) and (except as approved d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the 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 IntraLinks/IntraAgency or another relevant 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such accountants documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or officerelectronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., as soft copies) of such documents. Notwithstanding anything contained herein, in every instance the case Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the 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 IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may behave personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and disclosed who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable detail thereinefforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) consistently throughout all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the periods reflected therein 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, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with prior periodsrespect to the Borrower or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (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 each Arranger 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.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements. Furnish The Company covenants that it will deliver to the Administrative Agent and each LenderSignificant Holder in triplicate: (ai) as soon as available, but practicable and in any event within 90 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 120 days after the end of each fiscal year year, consolidated statements of income, stockholders' equity, and cash flows of the BorrowerCompany and its Subsidiaries for such year, and a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form corresponding consolidated figures from the figures for preceding annual audit, all in reasonable detail and satisfactory in form to the previous yearRequired Holder(s) and, reported onon by independent public accountants of recognized national standing selected by the Company whose report shall be without limitation as to scope of the audit and satisfactory in substance to the Required Holder(s); provided, in however, that delivery pursuant to clause (iii) below of copies of the case Annual Report on Form 10-K of audited the Company for such fiscal year filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (ii); (iii) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without a “going concern” exhibits) and all reports which it files with the Securities and Exchange Commission (or like qualification any governmental body or exception, or qualification arising out agency succeeding to the functions of the scope Securities and Exchange Commission), excluding registration statements on Form S-8; (iv) promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the audit, by Ernst & Young, LLP books of the Company or other independent certified public accountants of nationally recognized standingany Subsidiary; and (bv) with reasonable promptness, such other financial data as soon as available, but in any event not later than 45 days after the end such Significant Holder may reasonably request. Together with each delivery of each of the first three quarterly periods of each fiscal year of the Borrowerfinancial statements required by clauses (i) and (ii) above, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of Company will deliver to each Significant Holder an Officer's Certificate demonstrating (with computations in reasonable detail) compliance by the Borrower Company and its consolidated Subsidiaries with the provisions of paragraph 6 and consolidating Subsidiaries as at stating that, to the end best of their knowledge based upon reasonable inquiry, there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each Significant Holder a report of such quarter and accountants stating that, in making the related unaudited consolidated statements of income and of cash flows audit necessary for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All their report on such financial statements statements, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. Such accountants, however, shall not be complete and correct liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in all material respects and shall be prepared in reasonable detail and the course of an audit conducted in accordance with GAAP applied (except as approved by such accountants generally accepted auditing standards. The Company also covenants that immediately after any Responsible Officer obtains knowledge of an Event of Default or officerDefault, as it will deliver to each Significant Holder an Officer's Certificate specifying the case may be, nature and disclosed in reasonable detail therein) consistently throughout period of existence thereof and what action the periods reflected therein and Company proposes to take with prior periodsrespect thereto.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to so deliver such copies): (a) as soon as available, but in any event within 90 days after not later than the 90th day following the end of each fiscal year of the BorrowerHolding ending on or after December 31, 2024, a copy of (i) the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holding and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, changes in common stockholders’ equity and cash flows for such year, (ii) if the Company is not a Wholly Owned Subsidiary of Holding or such statements are otherwise required to be filed with the SEC, the consolidated balance sheet of Company and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year, setting forth in the case of each case financial statement referenced in the foregoing clauses (i) and (ii), in comparative form the figures for and as of the end of the previous year, all reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, other than a going concern qualification resulting solely from an upcoming maturity date under the Facilities occurring within one year from the time such opinion is delivered, by Ernst & Young, PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standingstanding not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of Holding’s Annual Report on Form 10-K for such year, as filed with the SEC, will satisfy the Company’s obligation under this subsection 7.1(a) with respect to such year to the extent it includes all of the financial statements described in the foregoing clauses (i) and (ii) except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit) and (iii) to the extent the financial statements referenced in the foregoing clause (ii) are not required to be delivered, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related unaudited consolidated statements of operations, changes in common stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for such year, setting forth in the case of each financial statement referenced in this clause (iii), in comparative form the figures for and as of the end of the previous year, all of the financial statements referenced in this clause (iii) being certified by a Responsible Officer of each of Holding and the Company as being fairly stated in all material respects; and (b) as soon as available, but in any event not later than 45 days after the 45th day following the end of each of the first three quarterly periods of each fiscal year of Holding (commencing with the Borrowerfiscal quarter ending June 30, 2024), (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holding and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of Holding and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter and (ii) if the Company is not a Wholly Owned Subsidiary of Holding or such statements are otherwise required to be filed with the SEC, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth all of the financial statements referenced in each case in comparative form the figures for the previous year, foregoing clauses (i) and (ii) being certified by a Responsible Officer of each of Holding and the Company as being fairly stated in all material respects (subject to normal year-end audit and other adjustments). All ) (it being agreed that the furnishing of Holding’s Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Company’s obligations under this subsection 7.1(b) with respect to such quarter to the extent it includes all of the financial statements shall be complete described in the foregoing clauses (i) and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsii)).

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days after not later than the 105th day following the end of each fiscal year of the BorrowerParent Borrower ending on or after February 3, 2013, (i) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of earnings, stockholders’ equity and comprehensive income and of cash flows for such year, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, audit by Ernst & Young, PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; andstanding not unacceptable to the Administrative Agent in its reasonable judgment (which report may contain a “going concern” or like qualification or exception if such qualification or exception is related (whether or not such relation is expressly stated in such report) to the maturity of the Senior Subordinated Notes occurring after the date of such report), and (ii) a narrative report and management’s discussion and analysis, in a form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of the Parent Borrower for such fiscal year, as compared to amounts for the previous fiscal year (it being agreed that the furnishing of the Parent Borrower’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Parent Borrower’s obligation under this subsection 7.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification (except as expressly permitted above), or a qualification arising out of the scope of the audit); (b) as soon as available, but in any event not later than 45 days after the 60th day following the end of each of the first three quarterly periods of each fiscal year of the Parent Borrower, (i) the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of earnings and comprehensive income and of cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Parent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) and (ii) a narrative report and management’s discussion and analysis, in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being agreed that the furnishing of the Parent Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Parent Borrower’s obligations under this subsection 7.1(b) with respect to such quarter). All ; (c) to the extent applicable, concurrently with any delivery of consolidated financial statements under subsection 7.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by the Parent Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the Parent Borrower and its Restricted Subsidiaries; and (d) all such financial statements delivered pursuant to subsection 7.1(a) or (b) to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b), shall be be) certified by a Responsible Officer of the Parent Borrower as being complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to subsection 7.1(b), for the absence of certain notes).

Financial Statements. Furnish to the Administrative Agent and Agent, with sufficient copies for distribution to each Lender: (a) as soon as availablecommencing with the fiscal year ending December 31, but in any event 2022, within 90 one-hundred and twenty (120) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case, in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than any such exception or qualification that is with respect to, or resulting from, an upcoming maturity date under the Facility or other Indebtedness within 12 months of the date of the relevant audit) or qualification or exception arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing (or that is otherwise reasonably acceptable to the Administrative Agent); (b) commencing with the fiscal month ending July 31, 2022, within 30 days after the end of each calendar month (other than the last calendar month of a fiscal quarter), occurring during each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such calendar month and the related unaudited consolidated statement of income for such calendar month and the portion of the fiscal year through the end of such calendar month, setting forth in each case in comparative form the figures for the previous year and against the Projections, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing-end audit adjustments); and (bc) as soon as availablecommencing with the fiscal quarter ended September 30, but in any event not later than 45 2022, within forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year quarter of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case case, in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared respects, in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods (other than as required to comply with GAAP or as a result of a change in the interpretation of GAAP as approved by the Borrower’s independent public accounts), subject in the case of the unaudited financial statements to normal year-end audit adjustments and absence of footnotes, and (y) be delivered within the time frames required by the applicable clause of this Section 6.1 (or such later date as reasonably agreed to be the Administrative Agent). Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on the Borrower’s website on the Internet at the website address listed in Section 10.2 or the SEC’s website; or (ii) when such documents are posted electronically on the Borrower’s behalf on an Internet or Intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) 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 written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of 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 by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. Furnish Borrower shall deliver, or cause to the Administrative Agent and each be delivered, to Lender: (a) as soon as available, but available and in any event within 90 sixty (60) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its Guarantor, the unaudited consolidated balance sheets of Borrower and consolidating Subsidiaries Guarantor as at the end of such year period and the related audited unaudited consolidated statements of income and of cash flows for Borrower and Guarantor for such yearperiod and the portion of the fiscal year through the end of such period, if applicable, setting forth in each case in comparative form the figures for the previous year, reported onaccompanied by a certificate of a Responsible Officer of Borrower or Guarantor, as applicable, which certificate shall state that said financial statements fairly present the financial condition and results of operations of Borrower or Guarantor, as applicable, in accordance with GAAP, consistently applied, as at the case of audited financial statementsend of, without a “going concern” or like qualification or exceptionand for, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andsuch period (subject to normal year-end audit adjustments); (b) as soon as available, but available and in any event not later than 45 within one hundred twenty (120) days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower and Guarantor, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet sheets of the Borrower and its consolidated and consolidating Subsidiaries Guarantor as at the end of such quarter fiscal year and the related unaudited consolidated statements of income and retained earnings and of cash flows for Borrower and Guarantor for such quarter and the portion of the fiscal year through the end of such quarteryear, if applicable, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved GAAP, and certified by such accountants Borrower or officerGuarantor, as applicable, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly and accurately present the case may beconsolidated financial condition and results of operations of Borrower or Guarantor, as applicable, in accordance with GAAP, consistently applied, as at the end of, and disclosed for, such fiscal year; (c) promptly and in reasonable detail thereinany event within five (5) consistently throughout Business Days following receipt thereof from the periods reflected therein Servicer, copies of property level information made available to Borrower and with prior periodsall other required reports, rent rolls, financial statements, certificates and notices (including, without limitation, any notice of the occurrence of a default or an event of default under the Underlying Loan Documents) required to be delivered to Borrower by the Underlying Borrowers under the Underlying Loan Documents; and (d) promptly and in any event within ten (10) days following written request therefor by Lender, from time to time such other information regarding the financial condition, operations, or business of Borrower and the Underlying Mortgage Properties in the possession of Borrower (or Borrower’s servicer) as Lender may reasonably request.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after the 90th day following the end of each fiscal year of the BorrowerParent Borrower ending on or after December 31, 2004, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, changes in common stockholders’ equity and of cash flows for such year, setting forth in each case case, in comparative form the figures for and as of the end of the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP KPMG or other independent certified public accountants of nationally recognized standingstanding not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of the Parent Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Parent Borrower’s obligation under this subsection 7.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); and (b) as soon as available, but in any event not later than 45 days the fifth Business Day after the 45th day (or (x) in the case of the quarterly period ended March 31, 2004, the 75th day or (y) in the case of the quarterly periods ended, respectively, June 30, 2004 and September 30, 2004, the 60th day) following the end of each of the first three quarterly periods of each fiscal year of the Parent Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of Holding as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of the Parent Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the Securities and Exchange Commission, will satisfy the Parent Borrower’s obligations under this subsection 7.1(b) with respect to such quarter). All ; (c) all such financial statements delivered pursuant to subsection 7.1(a) or (b) to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower as being) prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodscase of any financial statements delivered pursuant to subsection 7.1(b), for the absence of certain notes).

Financial Statements. Furnish to the Administrative Agent and for delivery to each LenderBank: (a) as soon as available, but in any event within 90 days after each December 31st or other date on which the end of each fiscal year annual audit of the BorrowerCompany is conducted, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at the end of such year date and the related audited consolidated statements statement of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearfiscal year then ended, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally or regionally recognized standing; provided that any such financial statements that are made available on the SEC’s ▇▇▇▇▇ system or the Company’s website shall be deemed delivered to the Administrative Agent on the date such documents are made so available; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three first, second and third quarterly periods of each fiscal year of the BorrowerCompany (which, for the avoidance of doubt, shall include the second quarterly period of fiscal year 2020), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at the end of each such quarter and the related unaudited consolidated statements statement of income of the Company and of cash flows its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous yearto date, certified by a Responsible Officer as being fairly stated in all material respects of the Company with responsibility for financial reporting matters (subject to normal year-end year‑end audit adjustments). All ; provided that any such financial statements that are made available on the SEC’s ▇▇▇▇▇ system or the Company’s website shall be deemed delivered to the Administrative Agent on the date such documents are made so available, and no such certification shall be required; all such financial statements to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the period reflected therein (except as approved by such accountants or officerdisclosed therein), as and in the case may beof clause (b) above, subject to normal year-end audit adjustments and disclosed the absence of footnotes. Notwithstanding anything to the contrary in reasonable detail therein) consistently throughout this Section 6.1, if financial statements for the periods reflected therein and with prior periodsCompany shall no longer be publicly available on the SEC’s ▇▇▇▇▇ system or the Company’s website, this Section 6.1 shall be deemed to be satisfied upon the delivery of financial statements of Holdings.

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, together with calculations demonstrating that the Borrower is in compliance with the financial covenants set forth in Section 7.1, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, LLP Touche or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, together with calculations demonstrating that the Borrower is in compliance with the financial covenants set forth in Section 7.1, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsexcept for regular year-end adjustments).

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then required by the SEC for annual reports filed pursuant to the Exchange Act) for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification or exception, by Ernst & Young, PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance in all material respects with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Financial statements required to be delivered pursuant to this Section 6.1 shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such financial statements are included in reasonable detail therein) consistently throughout its annual report on Form 10-K or Form 10-Q, as the periods reflected therein case may be, as filed with the SEC, and with prior periodssuch report has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), on the Borrower’s IntraLinks site at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another relevant website identified in such notice and accessible by the Lenders without charge.

Financial Statements. Furnish The Borrower shall furnish to the Administrative Agent and each LenderLenders: (a) as soon as available, but available and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and fifty (b50) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year, consolidated balance sheets of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower (i) Sunstone and its consolidated Subsidiaries and consolidating Subsidiaries (ii) the Operating Lessee, as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form and consolidated statements of income, retained earnings and cash flow of (x) Sunstone and its Subsidiaries and (y) the figures Operating Lessee, for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, all prepared in conformity with GAAP and certified by the chief financial officer of Sunstone or the Operating Lessee, as appropriate, as fairly presenting the financial condition and results of operations of Sunstone or the Operating Lessee, at such date and for such period, together with (A) in the case of Sunstone, a certificate of said officer stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which Sunstone or the Borrower proposes to take with respect thereto, (B) in the case of Sunstone, a schedule in form satisfactory to the Administrative Agent of the computations used by Sunstone and the Borrower in determining compliance with all financial covenants contained herein, and (C) a written discussion and analysis by the management of Sunstone or the Operating Lessee, as appropriate, of the financial statements furnished in respect of such Fiscal Quarter; (b) as soon as available and in any event within one hundred (100) days after the end of each Fiscal Year, consolidated balance sheets of (i) Sunstone and its Subsidiaries and (ii) the Operating Lessee, as of the end of such year, and consolidated statements of income, retained earnings and cash flow of (x) Sunstone and its Subsidiaries and (y) the Operating Lessee, for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such consolidated financial statements, in a manner reasonably acceptable to the Administrative Agent without qualification as to the scope of the audit by Coopers & Lybr▇▇▇, ▇▇P, or other independent public accountants of recognized national standing together with (i) in the case of Sunstone, a schedule in form satisfactory to the Administrative Agent of the computations used by Sunstone and the Borrower in determining, as of the end of such Fiscal Year, the Borrower's and Sunstone's compliance with all financial covenants contained herein, and (ii) a written discussion and analysis by the management of Sunstone or the Operating Lessee, as appropriate, of the financial statements furnished in respect of such Fiscal Year; (c) promptly after the same are received by Sunstone or the Borrower, a copy of each management letter provided to Sunstone or the Borrower by its independent certified public accountants which refers in whole or in part to any inadequacy, defect, problem, qualification or other lack of fully satisfactory accounting controls utilized by Sunstone, the Borrower or any of their respective Subsidiaries; (d) within fifty (50) days after the end of each Fiscal Quarter, (i) a Borrowing Base Certificate as of the end of such Fiscal Quarter, executed by a Responsible Officer as being fairly stated of the Borrower, together with (to the extent not previously delivered) copies of the Eligible Hotel Documents in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied respect of each of the Eligible Hotels shown listed thereon (except as approved otherwise provided in Section 7.23(a)), and (ii) a Compliance Certificate as of the end of such Fiscal Quarter, executed by the chief financial officer of the Borrower; (e) Concurrently with the delivery of the financial statements provided for in subparagraphs (a) and (b) above, (i) a report with respect to the Eligible Hotels detailing the Adjusted NOI for each of the Eligible Hotels, and in the aggregate for all Eligible Hotels, for each of the four most recent Fiscal Quarters and for such period of four Fiscal Quarters taken as a whole and (ii) from and after the Trigger Date, an operating statement, with respect to each Eligible Hotel, detailing the Net Operating Income for the most recent Fiscal Quarter and for the Fiscal Year to date certified by the chief financial officer of Sunstone as fairly presenting the Net Operating Income of such Eligible Hotel for such periods; (f) Within fifty (50) days after the end of each Fiscal Quarter, a listing of all Hotels owned by the Borrower or its Subsidiaries, identifying both the Eligible Hotels and other Hotels and the Borrower's Investment in each such Eligible Hotel or other Hotel; (g) Within one hundred (100) days after the end of each Fiscal Year, the financial statements of Alter and of Char▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ reasonable detail satisfactory to the Administrative Agent, and certified by such accountants Person; and (h) Within thirty (30) days of the filing of federal income tax returns by Alter or officerChar▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods▇▇pies of such returns (including all schedules thereto).

Financial Statements. Furnish The Borrower shall furnish to the Administrative Agent and each Lenderthe Lenders: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited income statement, statement of stockholders’ equity and operating cash flow statement, reported on without qualification or exception by the Accountants and accompanied by a certificate signed by such Accountants, at the time of the completion of the annual audit, (i) stating that the financial statements fairly present in all material respects the consolidated statements financial condition of income the Borrower as of the date thereof and of cash flows for such year, setting forth in each case in comparative form the figures for the previous yearperiod covered thereby and (ii) that, reported onto the knowledge of such Accountants, in no Default exists under Section 6.1, to the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andextent such Section relates to accounting matters; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year quarter of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income statement and of operating cash flows flow statement for such quarter and the portion of the fiscal year through the end of such quarter, setting and including (i) a comparison of the results of such period with (A) the budgeted results set forth in each case the budget referred to in comparative Section 5.2(b) and (B) the same period in the prior fiscal year and (ii) a discussion of any significant events regarding the financial condition of the Borrower or any Subsidiary during such period (in such form and detail, and accompanied by such supporting materials as the figures for the previous yearAgent shall reasonably request), all certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All ; and (c) as soon as available, but in any event not later than 30 days after the end of each of the first two fiscal months of each fiscal quarter of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for such month and the related unaudited income statement and operating cash flow statement for such month and the portion of the fiscal year through the end of such month, and including (i) a comparison of the results of such period with (A) the budgeted results set forth in the budget referred to in Section 5.2(b) and (B) the same period in the prior fiscal year, all certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish Deliver to the Administrative Agent and each LenderLenders, in form and detail reasonably satisfactory to the Lenders: (a) as soon as available, but in any event within 90 days after the end of each fiscal year Fiscal Year of the BorrowerBorrower (commencing with the Fiscal Year ended January 29, 2012), a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and unqualified opinion of Deloitte & Touche LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Agent, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit; provided, however, that, so long as the auditBorrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by Ernst & Youngthe delivery of, LLP the Annual Report of the Borrower on Form 10-K for such Fiscal Year, signed by the duly authorized officer or other independent certified public accountants officers of nationally recognized standing; andthe Borrower, within 90 days after the end of each Fiscal Year of the Borrower. (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerBorrower (commencing with the Fiscal Quarter ended April 28, the unaudited consolidated and unaudited Borrower-prepared consolidating 2012), a Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter, and the related unaudited consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterBorrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of the previous yearFiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (respect the financial condition, results of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments). All such financial statements adjustments and the absence of footnotes; provided, however, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph (except for clause (A) above) shall be complete deemed satisfied by the delivery of the Quarterly Report of the Borrower on Form 10-Q for the relevant fiscal quarter, signed by the duly authorized officer or officers of the Borrower, within 45 days after the end of each of the first three Fiscal Quarters of the Borrower; (c) as soon as available, but in any event within 30 days after the end of each of the Fiscal Months of each Fiscal Year of the Borrower (commencing with the Fiscal Month ended December 31, 2011), a consolidated balance sheet of the Borrower and correct its Subsidiaries as at the end of such Fiscal Month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and shall be prepared in reasonable detail cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP applied GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (except d) as approved soon as available, but in any event on or before the end of each Fiscal Year of the Borrower, forecasts prepared by such accountants management of the Borrower, in form reasonably satisfactory to the Agent, including an Availability model, consolidated balance sheets and statements of income or officer, as operations and cash flows of the case may beBorrower and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs) and projected Store openings and Store closings, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and as soon as available, any significant revisions to such forecast with prior periodsrespect to such Fiscal Year.

Financial Statements. Furnish to the Administrative Agent with sufficient copies for the Administrative Agent to furnish to each Lender (and each Lender:the Administrative Agent shall promptly furnish to the Lenders): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the notes thereto). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish The Borrower will furnish to the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within 90 45 days after the end close of each quarter, except the last quarter, of each fiscal year of the Borroweryear, a copy of the audited an unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at of the end of such year and the related audited quarter, unaudited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form of the figures Borrower and its Subsidiaries for the previous year, reported on, in period commencing at the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out end of the scope Borrower’s previous fiscal year and ending with the end of such quarter, as such are filed with the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andSecurities and Exchange Commission; (b) as soon as available, but in any event not later than 45 within 90 days after the end of each of the first three quarterly periods close of each fiscal year year, financial statements filed with the Securities and Exchange Commission consisting of the Borrower, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at of the end of such quarter fiscal year and the related unaudited consolidated statements of income and of cash flows of the Borrower and its Subsidiaries for such quarter and fiscal year, which will be certified by independent certified public accountants of recognized standing; and (c) concurrently with the portion delivery of the fiscal year through financial statements referred to in clauses (a) and (b) above, a certificate of a Financial Officer of the end Borrower (x) stating that, to the knowledge of such quarterofficer (after due inquiry), setting forth as of the date thereof no Default or Event of Default has occurred and is continuing (or if a Default or an Event of Default has occurred and is continuing, specifying in each case in comparative form detail the figures nature and period of the existence thereof and any action with respect thereto taken or contemplated to be taken by the Borrower), (y) commencing with the delivery of financial statements for the previous yearfirst fiscal quarter that shall have commenced after the Closing Date, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared stating in reasonable detail the information and calculations necessary to establish compliance with Section 6.01 and (z) stating whether any change in accordance with GAAP applied or in the application thereof that could reasonably be expected to affect in any material respect the calculation of the Leverage Ratio has occurred since the date of the audited financial statements most recently theretofore delivered under clause (except as approved by b) above (or, prior to the first such accountants delivery, referred to in Section 3.01(a)) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. Any financial statement or officer, as other material required to be delivered pursuant to this Section 5.01 shall be deemed to have been furnished to each of the case may be, Administrative Agent and disclosed in reasonable detail therein) consistently throughout the periods reflected therein Lenders on the date that such financial statement or other material is publicly accessible on the Securities and with prior periodsExchange Commission’s website at ▇▇▇.▇▇▇.▇▇▇.

Financial Statements. Furnish The Account Party will furnish to the Administrative Agent and each LenderLC Issuer: (a) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within 90 the earlier of (i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without accompanied by a “going concern” or like qualification or exception, or qualification arising out of the scope of the auditcustomary management’s discussion and analysis, by Ernst & Young, RSM US LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event not later than 45 within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Holdings and its consolidated and consolidating Subsidiaries subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes), accompanied by a customary management’s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail detail, and the financial statement under paragraphs (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officerofficers, as the case may be, and disclosed in reasonable detail therein). In regard to subsections (a) consistently throughout and (b) above, the periods reflected therein filing of Forms 10-Q and 10-K with prior periodsthe SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of (a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the LC Issuer.

Financial Statements. Furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the Parent Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal year and the related audited consolidated and consolidating statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, ▇▇▇▇ ▇▇▇▇▇ LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three fiscal quarterly periods of each fiscal year of the Parent Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated and consolidating statements of income and of cash flows for such fiscal quarter and the portion of the applicable fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year (or, in the case of the balance sheet, as of the end of the previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (c) if any Unrestricted Subsidiary exists, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Parent Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Parent Borrower, together with an explanation of reconciliation adjustments in reasonable detail. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Documents required to be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) such documents are posted on the Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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), (ii) the Parent Borrower posts such documents, or provides a link thereto, on its website on the Internet or (iii) such documents are filed on record with the SEC; provided that, upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements. Furnish Deliver to the Administrative Agent (which shall furnish such financial statements and each Lender:information to the Lenders): (a) by the date required to be delivered to the SEC (or such date as soon as availablemay be extended by the SEC), but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income operations, changes in partners’ equity and of cash flows for such fiscal year, and to the extent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the previous yearfiscal year (it being understood that a reconciliation shall be provided pursuant to Section 6.2(a) to the extent there are any Unrestricted Subsidiaries), reported onall (except with respect to such reconciliation) prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit (other than to the audit, by Ernst & Young, LLP extent any such qualification or exception results from (i) a potential inability to satisfy any indebtedness (including indebtedness hereunder) or other independent certified public accountants obligations that will be due and payable as a result of nationally recognized standing; anda current debt maturity or (ii) a breach or anticipated breach of the financial covenants set forth in Section 7.11); (b) beginning with the fiscal quarter ending June 30, 2018, by the date required to be delivered to the SEC (or such date as soon as availablemay be extended by the SEC), but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the Borrower, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter, and the related consolidated statement of operations for such fiscal quarter and the related unaudited consolidated statements of income operations and of cash flows flow for such quarter and the portion of the Borrower’s fiscal year through then ended, and to the end of such quarterextent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous year, fiscal year and the corresponding portion of the previous fiscal year (it being understood that a reconciliation shall be provided pursuant to Section 6.2(a) to the extent there are any Unrestricted Subsidiaries) certified by a Responsible Officer of the Borrower as being fairly stated presenting the financial condition, results of operations and cash flows of the Borrower and its Restricted Subsidiaries in all material respects (accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) within 45 days after the end of each fiscal year of the Borrower, an annual budget of the Borrower and its Restricted Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of projected debt balances, statements of operations and capital expenditure budget of the Borrower and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year and in form, scope and detail substantially similar to the annual business plan and budget delivered to the General Partner (with the exception that the materials delivered under this Section 6.1(c) shall be presented on a quarterly basis). All Notwithstanding anything herein to the contrary, as to any information contained in public filings (such as in annual, regular, periodic or special reports, proxies, registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, or financial statements or other reports or communications sent to public investors in the Borrower generally) (collectively, a “Public Filing”), the Borrower shall not be separately required to furnish such information under Section 6.1(a) or 6.1(b) above (it being agreed that the certification of a Responsible Officer required under Section 6.1(b) shall not be required to be delivered to the extent the related financials are contained in any such applicable public filing (it being agreed and understood that, for purposes hereof, such certification shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved deemed made by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsPublic Filing)).

Financial Statements. Furnish to the Administrative Agent (and the Administrative Agent shall furnish to each Lender:): (a) as soon as available, but in any event within 90 100 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exceptionexception (other than any such exception or explanatory paragraph (x) with respect to, or resulting from, an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report is delivered and/or (y) any potential inability to satisfy the financial covenant set forth in Section 7.1 of this Agreement on a future date or in a future period), or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 55 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end year‑end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods and shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇.▇▇▇ or at such other website identified in writing by the Borrower to the Administrative Agent and accessible by the Lenders without charge; provided that the Borrower shall deliver paper copies of such financial statements to the Administrative Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender. The Borrower will be deemed to have satisfied the requirements of this Section 6.1 if (i) any parent files with the SEC and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations of the SEC, and the Borrower is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such parent or (ii) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements determined in accordance with IFRS. Each of Holdings and the Borrower represents and warrants that it and any of its Subsidiaries files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, each of Holdings and the Borrower hereby (x) authorizes the Administrative Agent to make the financial statements to be provided under Section 6.1(a) and (b) above, along with the Loan Documents, available to Public-▇▇▇▇▇▇ and (y) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. Neither Holdings nor the Borrower will request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws (“MNPI”).

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 not later than 20 days after required to be filed with the Securities and Exchange Commission at the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations and stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, Young LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 15 days after required to be filed with the Securities and Exchange Commission at the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All ; and (c) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, that it is hereby acknowledged that the quarterly financial statements delivered pursuant to paragraph (b) above may not include all of the information and footnotes required by GAAP for complete annual financial statements. Any financial statement required to be furnished pursuant to this subsection 8.1 shall be deemed to have been furnished on the date on which the Lenders receive notice that the Borrower has posted such financial statement on the Intralinks website on the Internet at w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that the Borrower shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any financial statement referred to in reasonable detail therein) consistently throughout this subsection 8.1 to the periods reflected therein and with prior periodsAdministrative Agent if the Administrative Agent or any Lender requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Financial Statements. Furnish to the Administrative Agent and each Lender: (a) as soon as available, but in any event within 90 the earlier of (i) 120 days after the end of each fiscal year of Borrower and (ii) the Borrowerdate following the end of each fiscal year of Borrower on which Borrower files its audited annual financial statements with the SEC, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP Borrower’s current certified public accountants or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than the earlier of (i) 45 days after the end of each of Borrower’s first three quarterly fiscal periods of each fiscal year of Borrower and (ii) the date following the end of each of the first three quarterly periods of each fiscal year of Borrower on which Borrower is required to file its unaudited interim financial statements with the BorrowerSEC, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish Deliver to the Administrative Agent and for further distribution to each Lender: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower ending on or after December 31, 2017 (or such longer period as would be permitted by the SEC if the Borrower (or any Parent whose financial statements satisfy the Borrower’s reporting obligations under this Section 6.01(a)) were then subject to SEC reporting requirements as a non-accelerated filer; provided, that such longer period shall not apply if the SEC provided such longer period exclusively to the Borrower (or such Parent)), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal year, and setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of KPMG LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit (other than with respect to, or resulting from, (x) any potential inability to satisfy the audit, by Ernst & Young, LLP covenant in Section 7.08 of this Agreement or any financial maintenance covenant included in any other independent certified public accountants Indebtedness of nationally recognized standing; andthe Borrower or its Subsidiaries on a future date or in a future period or (y) an upcoming maturity date under the Facility that is scheduled to occur within one year from the time such report and opinion are delivered); (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the Borrower ending on or after December 31, 2017 (or such longer period as would be permitted by the SEC if the Borrower (or any Parent whose financial statements satisfy the Borrower’s reporting obligations under this Section 6.01(b)) were then subject to SEC reporting requirements as a non-accelerated filer; provided, that such longer period shall not apply if the unaudited SEC provided such longer period exclusively to the Borrower (or such Parent)), a consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, and setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments). All such adjustments and the absence of footnotes; (c) [Reserved]; and (d) to the extent applicable, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and 6.01(b) above, related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined by the Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (i) in the event that the Borrower delivers to the Administrative Agent an Annual Report for any Parent on Form 10-K for any fiscal year, as filed with the SEC, within 90 days after the end of such fiscal year (or such longer period as would be permitted by the SEC if such Parent were then subject to SEC reporting requirements as a non-accelerated filer; provided, that such longer period shall not apply if the SEC provided such longer period exclusively to the Borrower (or such Parent)), such Form 10-K shall satisfy all requirements of Section 6.01(a) with respect to such fiscal year and (ii) in the event that the Borrower delivers to the Administrative Agent a Quarterly Report for any Parent on Form 10-Q for any fiscal quarter, as filed with the SEC, within 45 days after the end of such fiscal quarter (or such longer period as would be complete and correct permitted by the SEC if such Parent were then subject to SEC reporting requirements as a non-accelerated filer; provided, that such longer period shall not apply if the SEC provided such longer period exclusively to the Borrower (or such Parent)), such Form 10-Q shall satisfy all requirements of Section 6.01(b) with respect to such fiscal quarter. Notwithstanding anything in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied clauses (a) or (b) of this Section 6.01 to the contrary, except as approved by such accountants expressly required with respect to Unrestricted Subsidiaries in clause (d) above, in no event shall any annual or officerquarterly financial statements delivered pursuant to clauses (a) or (b) of this Section 6.01 be required to (x) include any separate consolidating financial information with respect to the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act and (z) comply with Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act, as the case same may bebe amended or any successor law, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsrule or regulation thereto.

Financial Statements. Furnish Deliver to the Administrative Agent Bank in form and each Lenderdetail satisfactory to the Bank: (a) as soon as available, but not later than sixty (60) days after the end of each calendar quarter and for that portion of the calendar year ending with such quarter, a statement of assets and liabilities (including, without limitation, contingent liabilities) of the Borrowers as of the close of such quarter, certified by the Borrowers to the best of their knowledge as being true and complete in all material respects; (b) together with each statement of assets and liabilities, (i) a letter showing which assets each Borrower owns individually, which assets are owned by the other Borrower individually and which assets are owned jointly by the Borrowers. Such assets shall be valued on a basis consistent with that used in the preparation of the September 30, 1995 statement of assets and liabilities, except as explained in any notes to the quarterly statement which such letter accompanies; and (ii) an update on the status of the audit by the Internal Revenue Service of the Borrower's federal tax returns (which update may be included in the footnotes to such statement of assets and liabilities; the level of disclosure for such updates will be sufficient if the same as for previous updates included in such footnotes); and (c) as soon as available and in any event within not more than 90 days after the end of each fiscal year calendar year, (i) a statement of personal cash flow of the Borrower, a copy Borrowers for the year then ended and projected cash flow of the audited consolidated Borrowers for the following year, certified by the Borrowers to the best of their knowledge as being true and unaudited Borrower-prepared consolidating complete in all material respects, and (ii) a balance sheet of DWG, showing the Borrower and its consolidated and consolidating Subsidiaries financial condition of DWG as at of the end close of such year and prepared in accordance with sound accounting principles consistently applied, all certified by its partners as fairly presenting the related audited consolidated statements financial condition of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standingDWG; and (bd) as soon as availablepromptly upon request, but in such other information concerning the operations, condition (financial or otherwise), business, assets or prospects of any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, Loan Party as the case Bank from time to time may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsreasonably request.

Financial Statements. Furnish Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) with respect to each Borrower, as soon as available, but in any event within 90 one hundred five (105) days after the end of each fiscal year of the such Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the such Borrower and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit and to the audit, by Ernst & Young, LLP effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or other independent certified public accountants in a letter) and fairly present in all material respects the financial condition of nationally recognized standingsuch Borrower and its Subsidiaries at the dates thereof and the results of its consolidated operations for the periods covered thereby; and (b) with respect to each Borrower, as soon as available, but in any event not later than 45 within fifty (50) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the such Borrower, the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of the such Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income or operations, shareholders’ equity and of cash flows for such fiscal quarter and for the portion of the such Borrower’s fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of such Borrower as being fairly stated presenting in all material respects (the financial condition, results of operations, shareholders’ equity and cash flows of such Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d). All such financial statements , no Borrower shall be complete separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of each Borrower to furnish the information and correct materials described in all material respects clauses (a) and (b) above at the times specified therein. For purposes of clarity, in the event that any Borrower merges into another entity and is not the surviving Person, dissolves or otherwise ceases to have a legal existence, then the financial delivery requirements in this Section 7.01 shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by no longer apply to such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsBorrower.

Financial Statements. Furnish Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent and each Lender:the Required Lenders (and the Administrative Agent shall deliver to the Lenders): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerMLP (beginning with the 2007 fiscal year), a copy consolidated balance sheets of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower MLP and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of income and of cash flows for such yearfiscal year (provided, that if the MLP is a public company, such financial statements shall be required to be furnished no later than the date that the MLP is required to timely file its annual report on Form 10-K or Form 10-KSB with the Securities Exchange Commission (taking into account any extension of time available under Rule 12b-25 under the Securities Exchange Act of 1934)), setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out fiscal year of the scope MLP, if any, all in reasonable detail, audited and accompanied by a report and opinion of the auditMurrell, by Ernst Hall, M▇▇▇▇▇▇▇ & YoungCo., LLP PLLP, or other independent certified public accountants reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP (except as otherwise noted herein) and shall not be subject to any qualifications or exceptions as to the scope of nationally recognized standing; andthe audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders; (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerMLP, the an unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower MLP and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and for the portion of the MLP’s fiscal year through then ended (provided, that if the end MLP is a public company, such financial statements shall be required to be furnished no later than the date that the MLP is required to timely file its quarterly report on Form 10-Q or Form 10-QSB with the Securities Exchange Commission (taking into account any extension of such quartertime available under Rule 12b-25 under the Securities Exchange Act of 1934)), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous yearfiscal year of the MLP and the corresponding portion of the previous fiscal year of the MLP, if any, all in reasonable detail and certified by a Responsible Officer of the Borrower, as being fairly stated presenting in all material respects the financial condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with GAAP (except as otherwise noted herein), subject only to normal year-end audit adjustments). All adjustments and the absence of footnotes; (c) within 45 days after the end of each fiscal year, Borrower shall deliver a one year projection/budget for the MLP for the year following such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsfiscal year.

Financial Statements. Furnish Maintain a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the Administrative Agent and (which will in turn promptly furnish a copy thereof to each Lender:): (a) as As soon as available, available but in any event within 90 days after the end of each fiscal year year: (i) a copy of each of the BorrowerParent's and Arch's Annual Report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto, and (ii) a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet Consolidated Balance Sheets of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and fiscal year, together with the related Consolidated Statements of Operations, Stockholders' Equity and Cash Flows of the Borrower and its Subsidiaries as of and through the end of such fiscal year. The statements referred to in clause (i) and (ii) above shall be audited consolidated and certified without qualification, which certification shall (x) state that the examination by such Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of income the accounting records and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, other auditing procedures as were considered necessary in the case circumstances, and (y) include the opinion of audited such Accountants that such Consolidated financial statementsstatements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andexcept as otherwise specified in such opinion. (b) as As soon as available, available but in any event not later than 45 within 60 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year year: (i) a copy of each of the BorrowerParent's and Arch's Quarterly Report on Form 10-Q in respect of such fiscal quarter, together with the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet financial statements required to be attached thereto, and (ii) a copy of the Consolidated Balance Sheets of the Borrower and its consolidated and consolidating Subsidiaries as at the end of each such quarter quarterly period, together with the Consolidated Statements of Operations and Cash Flows of the related unaudited consolidated statements of income Borrower and of cash flows its Subsidiaries for such quarter period and for the elapsed portion of the fiscal year through the end of such quarter, setting forth date. The statements referred to in each case in comparative form the figures for the previous year, clause (i) and (ii) above shall be certified by a Responsible Financial Officer of the Borrower (or such other officer acceptable to the Administrative Agent), as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and as presenting fairly the Consolidated financial condition and the Consolidated results of operations of the Borrower and its Subsidiaries, (c) Within 60 days after the end of each of the first three fiscal quarters of each fiscal year (90 days after the end of the last fiscal quarter of each fiscal year), a Compliance Certificate, certified by a Financial Officer of the Borrower (or such other officer as shall be prepared acceptable to the Administrative Agent). (d) Simultaneously with the delivery of the annual statements required by Section 7.1(a) and the quarterly statements required by Section 7.1(b), a certificate of a Financial Officer of the Borrower (or such other officer as shall be acceptable to the Administrative Agent) in reasonable detail reasonably satisfactory to the Administrative Agent setting forth information, on a Consolidated basis for the relevant period, with respect to (i) pager activations during the preceding fiscal quarter, (ii) information indicating the net increase or decrease in the number of Pagers in Service, (iii) the amount of Capital Expenditures incurred broken down by (A) purchases of pagers (including the number of pagers purchased, the average price per pager and in accordance with GAAP applied the cost of pagers sold) and (except as approved by such accountants or officer, as the case may beB) other Capital Expenditures, and disclosed (iv) the amount of Additional ▇▇▇▇▇▇ Investments. (e) Promptly upon the request of the Administrative Agent on behalf of the Required Lenders, copies of the projected Consolidated Balance Sheets and Statements of Operations of the Borrower and its Subsidiaries for the next fiscal year, together with such other information and documentation as any Lender may reasonably request in reasonable detail thereinconnection therewith. (f) consistently throughout No later than 60 days after the periods reflected therein beginning of each fiscal year, a copy of the Consolidated annual budgets of the Borrower and its Subsidiaries for such fiscal year. (g) Such other information and documentation with prior periodsrespect to the Borrower and its Subsidiaries as any Lender may reasonably request from time to time.

Financial Statements. Furnish Deliver to the Administrative Agent Agent, in form and each Lenderdetail satisfactory to the Agent: (a) as soon as available, but in any event within 90 days after the end of each fiscal year Fiscal Year of the BorrowerParent, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year, and the related audited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the case scope of such audit (provided that the audited financial statementsfinancials for the Fiscal Year of the Parent ended February 1, without 2025 may be subject to a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andexception); (b) as soon as available, but in any event not later than within 45 days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerParent, the unaudited consolidated and unaudited Borrower-prepared consolidating (x) a Consolidated balance sheet of the Borrower Parent and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter, and the related unaudited consolidated Consolidated statements of income or operations, Shareholders’ Equity and of cash flows and (y) a detailed calculation of Consolidated EBITDA (including for the avoidance of doubt each component part thereof) for such quarter Fiscal Quarter, and for the portion of the fiscal year through Parent’s Fiscal Year then ended and solely with respect to clause (y) above, for the end of such quarterthree-month period then ending, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(c) hereof, (B) the corresponding Fiscal Quarter of the previous yearFiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as being fairly stated in all material respects (subject to normal year-presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end audit adjustments). All of such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and Fiscal Quarter in accordance with GAAP applied GAAP, subject only to normal year‑end audit adjustments and the absence of footnotes; and; (except i) as approved by soon as available, but in any event within 30 days after the end of each of the Fiscal Months of each Fiscal Year of the Parent, (x) a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such accountants or officer, as the case may beFiscal Month, and disclosed the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows and (y) a detailed calculation of Consolidated EBITDA (including for the avoidance of doubt each component part thereof) for such Fiscal Month, for the portion of the Parent’s Fiscal Year then ended and solely with respect to clause (y) above, for the three-month period then ending, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(c) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail thereindetail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year‑end audit adjustments and the absence of footnotes. (c) consistently throughout as soon as available, but in any event no more than 30 days after the periods reflected therein end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in form satisfactory to the Agent, of ABL Availability and the Consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the fiscal year in which any Maturity Date occurs) and as soon as available, any significant revisions to such forecast with prior periodsrespect to such Fiscal Year.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after the 105th day following the end of each fiscal year of the BorrowerParent Borrower (or Holdings’ or any Parent Entity’s fiscal year, as applicable) (or such longer period as may be permitted by the SEC for the filing of annual reports on Form 10-K) ending on or after December 31, 2021, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, changes in common stockholders’ equity and of cash flows for such year, setting forth in each case case, in unaudited pro forma comparative form the figures for and as of the end of the previous year, reported onon without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit, in by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the case furnishing of audited the Parent Borrower’s or any Parent’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Parent Borrower’s obligation under this Section 7.1(a) with respect to such year including with respect to the requirement that such financial statements, statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Youngso long as the report included in such Form 10-K does not contain any “going concern” or like qualification or exception) (except to the extent such qualification results solely from (i) the impending maturity of any Indebtedness, LLP or other independent certified public accountants (ii) any potential or actual inability to satisfy any financial maintenance covenant (it being understood, for the avoidance of nationally recognized standing; anddoubt, that any “emphasis of matter” or explanatory paragraph shall not constitute a breach of this Section 7.1(a)); (b) as soon as available, but in any event not later than 45 days the fifth Business Day after the 50th day following the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent Borrower (or Holdings’ or any Parent Entity’s fiscal year) (or such longer period as may be permitted by the SEC for the filing of quarterly reports on Form 10-Q), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of cash flows of the Parent Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Parent Borrower as provided in Section 7.1(c) (it being agreed that the furnishing of the Parent Borrower’s or any Parent’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Parent Borrower’s obligations under this Section 7.1(b) with respect to such quarter); (c) all such financial statements delivered pursuant to Section 7.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Section 7.1(b) shall be certified by a Responsible Officer of the Parent Borrower in the relevant Compliance Certificate to) fairly stated present in all material respects the financial condition of the Parent Borrower and its Subsidiaries in conformity with GAAP and to be (subject to normal year-end audit adjustments). All such and, in the case of any financial statements delivered pursuant to Section 7.1(b) shall be complete and correct certified by a Responsible Officer of the Parent Borrower in all material respects and shall be the relevant Compliance Certificate as being) prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods that began on or after the Closing Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Section 7.1(b), for the absence of certain notes); and (d) anything to the contrary notwithstanding, the obligations in clauses (a) and (b) of this Section 7.1 may be satisfied with respect to financial information of the Parent Borrower and its consolidated Subsidiaries by furnishing (1) the applicable financial statements of a Parent or (2) such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of the foregoing clauses (a) and (b), to the extent such information relates to a Parent, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Parent Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand (it being understood and agreed that if, in compliance with this paragraph, (x) the Parent Borrower provides audited financial statements of such Parent and related report of accountants with respect thereto in lieu of information required to be provided under Section 7.1(a), no such audited financial information or report shall be required with respect to the Parent Borrower and its consolidated Subsidiaries, (y) the Parent Borrower provides unaudited financial statements of such Parent in lieu of information required to be provided under Section 7.1(b), no such unaudited financial information shall be required with respect to the Parent Borrower and its consolidated Subsidiaries).

Financial Statements. Furnish to the Administrative Agent and (who shall promptly furnish to each Lender:): (a) as soon as available, but in any event within 90 days after the end last day of each fiscal year of the BorrowerCompany ending thereafter, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case year and accompanied by each of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out (x) customary management discussion and analysis and (y) an opinion of the scope of the audit, by Ernst & Young, PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized national standing; and, which opinion shall not be subject to qualification or exception as to scope or contain any “going concern” qualification or exception other than (i) a qualification solely with respect to, or resulting from, the maturity of any Loans under this Agreement or loans under the Term Loan Agreement occurring within one year from the time such opinion is delivered or (ii) an explanatory paragraph solely with respect to, or resulting from, any potential inability to satisfy a financial covenant under Section 6.1 of this Agreement on a future date or for a future period (provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a)); (b) as soon as available, but in any event not later than within 45 days after the end of each last day of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerCompany, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower Company and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous fiscal quarter of the previous year, certified by a Responsible Officer as being fairly stated stating in all material respects the financial position of the Company and its consolidated Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes) and including management discussion and analysis (provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a)); (c) so long as an Enhanced Financial Monitoring Period continues to exist, as soon as available, but in any event within 30 days after the end of fiscal month of each fiscal quarter of the Company thereafter, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries at the end of such fiscal month, and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in comparative form the figures for the previous fiscal month of the previous fiscal year. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except as to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officerofficer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish to Provide the Administrative Agent and each LenderAgent: (a) as soon as available, but in any event within the earlier of (i) 90 days after the end of each fiscal year of the BorrowerBorrower and (ii) the date such financial information would be required to be contained in a filing with the SEC on Form 10-K if the Borrower were required to file such form, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & YoungTouche, LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than the earlier of (i) 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower and (ii) the date such financial information would be required to be contained in a filing with the SEC on Form 10-Q if the Borrower were required to file such form, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All ; (c) promptly after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), the information that would be required to be included in a report on Form 8-K (or any successor or comparable form); (d) all such financial statements shall and reports to be complete and correct in all material respects and shall such financial statements to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods).

Financial Statements. Furnish to the Administrative Agent and each Lender: (ai) as soon as available, but in any event within 90 (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such year and the related audited consolidated Consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; provided that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower's annual report to the SEC on Form 10-K with respect to any fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i); and (bii) as soon as available, but in any event not later than 45 (or, if earlier, on the date of any required public filing thereof) days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower's quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(ii). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Financial Statements. Furnish (a) Deliver to the Administrative Agent and Agent, for prompt further distribution to each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 the earlier to occur of (i) the fifteenth day after the Form 10-K Annual Report is filed with the Securities and Exchange Commission with respect to the end of each fiscal year of the Parent, and (ii) the 100th day after the end of each fiscal year of the Parent, annual audited financial statements of the Parent and its Subsidiaries, including all notes thereto, which statements shall include, on a consolidated basis, a balance sheet as of the end of such fiscal year and a statement of operations, a statement of changes in equity and a statement of cash flows for such fiscal year, all setting forth in comparative form the corresponding figures from the previous fiscal year and accompanied by a report and opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or an accounting firm of national standing reasonably acceptable to the Administrative Agent (it being understood that any of the “big four” accounting firms is acceptable to the Administrative Agent)) which report shall not contain any qualification (and be without comment as to the accountants’ opinion whether such Person is a “going concern” or can continue to be a “going concern”) (other than resulting from (x) impending debt maturities occurring within 12 months of such audit, (y) any actual or prospective breach of any financial covenant contained in any documentation governing Indebtedness or (z) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), and shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the financial position of the Parent and its Subsidiaries as of the date thereof and the results of its operations and cash flows for the period covered thereby in conformity with GAAP consistently applied; (b) Deliver to the Administrative Agent, for prompt further distribution to each Lender, as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent, the quarterly unaudited consolidated financial statements of the Parent and unaudited Borrower-prepared consolidating its Subsidiaries, which statements shall include (i) a balance sheet as of the Borrower and its consolidated and consolidating Subsidiaries as at the end of the respective fiscal quarter, (ii) a statement of operations for such respective fiscal quarter and for the related unaudited consolidated statements fiscal year to date setting forth in comparative form the corresponding figures for the corresponding period of income the preceding fiscal year and (iii) a statement of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, to date setting forth in each case in comparative form the corresponding figures for in the previous corresponding period of the preceding fiscal year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied and certified by a financial officer of the Borrower as fairly and accurately presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries, on a consolidated basis, at the dates and for the periods indicated therein, subject to normal year-end adjustments; and (except c) As soon as approved available, but in any event within 60 days of each fiscal year of the Parent, a management-prepared budget of the Parent and its Restricted Subsidiaries for such fiscal year (which budget shall be limited to a Capital Expenditure line, an income statement presenting profitability to the EBITDA line and a summary of cash flows in the form provided to the Administrative Agent prior to the Closing Date or otherwise in a form reasonably acceptable to the Administrative Agent). Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Parent and the Restricted Subsidiaries by such accountants furnishing (A) the applicable financial statements of the Parent (or officerany direct or indirect parent of the Parent) or (B) the Parent’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the case may beSEC; provided that, with respect to clauses (A) and disclosed (B), (i) to the extent such information relates to a parent of the Parent, such information is accompanied by consolidating information that explains in reasonable detail thereinthe differences between the information relating to the Parent (or such parent), on the one hand, and the information relating to the Parent and the Subsidiaries on a stand-alone basis, on the other hand and (ii) consistently throughout to the periods reflected therein extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of any independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with prior periodsgenerally accepted auditing standards and, except as permitted in Section 6.01(a), shall not contain any qualifications or exceptions as to the scope of such audit or any “going concern” explanatory paragraph or like qualification (other than resulting from (x) the impending maturity of any Indebtedness, (y) any actual or prospective breach of any financial covenant contained in any Indebtedness or (z) or the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary). Documents required to be delivered pursuant to this Section 6.01 and Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the Borrower’s website (or the website of any direct or indirect parent of the Borrower); or (ii) on which such documents are posted on the Borrower’s behalf on any Platform, 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) upon reasonable written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which notification may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that a failure to deliver such notice required by this paragraph shall not constitute a Default hereunder. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements. Furnish to the Administrative Agent and for distribution to each Lender: (a) as soon as available, but in any event within no later than 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exceptionexception (other than a “going concern” or like qualification or exception solely as a result of the final maturity date of any Loan being scheduled to occur within 12 months from the date of such opinion), or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing; andstanding and reasonably acceptable to the Administrative Agent; (b) as soon as available, but in any event not no later than 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments)respects. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (except in the case of interim statements for the absence of footnotes and normal year-end adjustments) applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on the Borrower’s website on the Internet at the website address listed in Section 10.2; (ii) when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; or (iii) on which the Borrower files such documents with the SEC and such documents are publicly available on the SEC’s ▇▇▇▇▇ filing system or any successor thereto, if any.

Financial Statements. Furnish Provide to Lenders all of the Administrative Agent following, in form and each Lenderdetail reasonably satisfactory to Lenders: (a) as soon as available, but in any event within not later than 90 days (or, if Borrower is required to include such financial statements in an Annual Report on Form 10-K, such later date as may be permitted by the Securities Exchange Act or the rules thereunder) after and as of the end of each fiscal year of the Borrower, an audited financial statement of Borrower, prepared by a copy of the audited consolidated certified public accountant acceptable to Lenders, to include balance sheet, income statement and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and statement of cash flows and sources, and within 30 days after filing, but in no event later than each August 30, copies of Borrower’s filed federal income tax returns for such year, setting forth in each case in comparative form . The audited annual financial statements shall be accompanied by the figures for the previous year, reported on, in the case unqualified opinion (as to scope of audited financial statements, without a “opinion and going concern” or like qualification or exception, or qualification arising out ) of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; andsuch accountant addressed to Lenders; (b) as soon as available, but in any event not later than 45 days (or, if Borrower is required to include such financial statements in a Quarterly Report on Form 10-Q, such later date as may be permitted by the Securities Exchange Act or the rules thereunder) after and as of the end of each fiscal quarter, a financial statement of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated prepared by Borrower, to include balance sheet, income statement and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and statement of cash flows for such quarter and the portion sources; (c) contemporaneously with each annual and quarterly financial statement of Borrower required hereby, a certificate of the fiscal year through president or chief financial officer, a general partner or a member of Borrower, as applicable, substantially to the end form of such quarter, setting forth in each case in comparative form the figures for the previous year, certified Exhibit B attached hereto (a “Compliance Certificate”) and incorporated herein by a Responsible Officer as being fairly stated in all material respects this reference that (subject to normal year-end audit adjustments). All such i) said financial statements shall be are complete and correct in all material respects and fairly present the financial condition of Borrower as of the date thereof, (ii) there exists no Default or Event of Default, except as set forth in such certificate, (iii) sets forth the calculations of trailing last twelve-month EBITDA evidencing compliance with Section 5.11 hereof, (iv) sets forth the calculations of quarterly EBITDA for the applicable period for the purpose of determining the level set forth in the Additional Interest Pricing Grid and (v) with respect to the Compliance Certificate delivered in connection with any annual or quarterly financial statements for any fiscal period commencing with the fiscal quarter ending on March 31, 2020, certifying whether or not Parent Guarantor is S-X Compliant for the applicable fiscal quarter; and (d) from time to time such other information regarding Borrower and its properties and operations as Lenders may reasonably request. To the extent any financial statements required by Section 4.3(a) or Section 4.3(b) are included in an Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, such financial statements shall be prepared deemed to have been provided to Lenders hereunder in reasonable detail form satisfactory to Lenders and in accordance with GAAP applied (except as approved by shall be deemed delivered to Lenders when such accountants or officer, as financial statements are filed for public availability on the case may be, Securities and disclosed in reasonable detail therein) consistently throughout the periods reflected therein Exchange Commission’s Electronic Data Gathering and with prior periodsRetrieval System.

Financial Statements. Furnish to the Administrative Agent and each Lender:(which shall make available such items to the Lenders): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the actual figures as of the end of and for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of nationally recognized standing, provided that delivering to the Administrative Agent copies of the Borrower’s Annual Report on Form 10-K for such period shall satisfy the foregoing requirements; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the actual figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All , provided that delivering to the Administrative Agent copies of the Borrower’s Quarterly Report on Form 10-Q for such period shall satisfy the foregoing requirements; all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Information required to be delivered pursuant to the foregoing Section 6.1(a) and (b) or pursuant to Section 6.2(c) below shall be deemed to have been delivered on the date on which Borrower delivers electronic copies of such information to the Administrative Agent or on the date on which the Borrower provides notice (including notice by email) to the Administrative Agent (which notice the Administrative Agent will convey promptly to the Lenders) that such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/searches.htm or at another website identified in reasonable detail thereinsuch notice and accessible by the Lenders without charge; provided that (i) consistently throughout such notice may be included in a certificate delivered pursuant to Section 6.2(a) or (b) and (ii) the periods reflected therein Borrower shall deliver paper copies of such information to the Administrative Agent, and with prior periodsthe Administrative Agent shall deliver paper copies of such information to any Lender that requests such delivery.

Financial Statements. Furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerBorrower (or such later date as may be permitted by the SEC), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income income, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exceptionexception (other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness incurred under or permitted by this Agreement which maturity date occurs within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by Ernst & YoungKPMG, LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower (or such later date as may be permitted by the SEC), the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income income, stockholders’ equity and of cash flows for such quarter and and/or the portion of the fiscal year through the end of such quarter, as required by applicable SEC rules, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year (or, in the case of the balance sheet, as of the end of the previous fiscal year), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); and (c) if any Unrestricted Subsidiary exists, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower, together with an explanation of reconciliation adjustments in reasonable detail. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Documents required to be delivered pursuant to Section 6.1(a), (b) or (c) or Section 6.2(c) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) or (ii) such documents are filed of record with the SEC; provided that, upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders 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, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (a) as soon as available, but in any event within 90 days not later than the fifth Business Day after (i) the 135th day following the end of the Fiscal Year of the Parent Borrower ending January 28, 2018 and (ii) the 120th day following the end of each fiscal year Fiscal Year of the Parent Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer) ending thereafter, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income operations, equity and of cash flows for such year, setting forth forth, commencing with the financial statements for the fiscal year ending February 3, 2019, in each case case, in comparative form form, the figures for and as of the end of the previous year, reported onon without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely toarises solely with respect to, results from or arises on account of (i) an upcoming maturity or termination date hereunder or an upcoming “maturity date” under the Term Loan Credit Agreement, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythis Agreement or any other Indebtedness of the Parent Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the furnishing of (x) the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the case of audited Parent Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements, statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Youngso long as the report included in such Form 10-K or accompanying such financial statements, LLP as applicable, does not contain any “going concern” or like qualification or exception (other independent certified public accountants than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of nationally recognized standing; and(i) an upcoming maturity or termination date hereunder or an upcoming “maturity date” under the Term Loan Credit Agreement, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythis Agreement or any other Indebtedness of the Parent Borrower or its Subsidiaries on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially similar to the management’s discussion and analysis of financial information included in the offering memorandum for the Senior Notes); (b) as soon as available, but in any event not later than 45 days after the fifth Business Day following (I) the 90th day following the end of the quarterly period ending July 30, 2017, the unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for such quarterly period and (II) (i) the 90th day following the end of the quarterly period ending October 29, 2017 and (ii) the 60th day following the end of each of the first three quarterly periods of each fiscal year Fiscal Year of the Parent Borrower (or such longer period as would be permitted by the SEC if the Borrower (or any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the fiscal quarter ending April 29, 2018, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Parent Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income operations and of changes in cash flows of the Parent Borrower for such quarter and the portion of the fiscal year Fiscal Year through the end of such quarter, setting forth in each case commencing with the financial statements for the fiscal quarter ending October 28, 2018 in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the Parent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of (x) the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will in each case, satisfy the Parent Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter). All , together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion and analysis of financial information with respect to the financial statements included in the offering memorandum for the Senior Notes); (c) to the extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the material adjustments necessary (as determined by the Borrower Representative in good faith, which determination shall be conclusive) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and (d) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b), shall be complete and correct certified by a Responsible Officer of the Parent Borrower to) fairly present in all material respects the financial condition of the Parent Borrower and, if applicable the applicable Parent Entity or IPO Vehicle and, its Subsidiaries in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be prepared certified by a Responsible Officer of the Parent Borrower, to the knowledge of such Responsible Officer, as being) in reasonable detail and prepared in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsperiods that began on or after the Closing Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes). Notwithstanding anything in clausesclause (a) or (b) of this Subsection 7.1 to the contrary, except as expressly required with respect to Unrestricted Subsidiaries in clause (c) above, in no event shall any annual or quarterly financial statements delivered pursuant to clausesclause (a) or (b) of this Subsection 7.1 be required to (x) include any segment reporting, reporting with respect to non-consolidated subsidiaries, separate consolidating financial information with respect to the Parent Borrower, any Subsidiary Guarantor or any other Affiliate of the Parent Borrower, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements or information for the Parent Borrower, any Subsidiary Guarantor or any other Affiliate of the Parent Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act andor (z) comply with Rule 3-03(e), Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act.

Financial Statements. Furnish Deliver to the Administrative Agent and for further distribution to each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrowerterms hereof), a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrower terms hereof) and its consolidated and consolidating Subsidiaries as at the end of such year fiscal year, and the related audited consolidated statements of operations and income and of cash flows (loss) for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of any independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification qualification, exception or exceptionexplanatory paragraph or any qualification, exception or qualification arising out of explanatory paragraph as to the scope of such audit (other than any such exception, qualification or explanatory paragraph that is with respect to, or resulting from, (i) an upcoming maturity date under the auditFacilities, by Ernst & Young(ii) any potential inability to satisfy a financial maintenance covenant, LLP including the Financial Covenant, on a future date or other independent certified public accountants in a future period or any actual breach of nationally recognized standing; andthe Financial Covenant at such time or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), together with a management’s discussion and analysis of financial information in a form substantially consistent with the management’s discussion and analysis delivered to the Sponsor; (b) as soon as available, but in any event not later than within 45 days (other than the last fiscal quarter of a fiscal year) after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrowerterms hereof) (commencing with the first fiscal quarter for which financial statements were not delivered prior to the Closing Date), the unaudited a consolidated and unaudited Borrower-prepared consolidating balance sheet of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the Borrower terms hereof) and its consolidated and consolidating Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited consolidated statements of operations and income and of cash flows (loss) for such fiscal quarter and for the portion of the fiscal year through the end of such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower (or of Parent, any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) as being fairly stated presenting in all material respects the financial condition, results of operations of Parent (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments). All such adjustments and the absence of footnotes, together with a management’s discussion and analysis of financial information in a form substantially consistent with the management’s discussion and analysis delivered to the Sponsor; (c) [reserved]; (d) [reserved]; and (e) concurrently with the delivery of any financial statements shall pursuant to Sections 6.01(a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be complete and correct in all material respects and shall be prepared satisfied by furnishing, at the option of the Borrower, the applicable financial statements or, as applicable, forecasts of (I) any successor of the Borrower or (II) Borrower, Holdings Topco or any Parent Holding Company; provided that to the extent such information relates to the Borrower or a Parent Holding Company, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Borrower, Holdings Topco or any Parent Holding Company, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, and (B) (i) in accordance the event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with GAAP applied the SEC or in such form as would have been suitable for filing with the SEC, within the time frames set forth in clause (except as approved a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such accountants clause (a) and such report and opinion does not contain any “going concern” or officerlike qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of audit (other than any such qualification, exception or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC, within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section with respect to such fiscal quarter to the extent that it contains the information required by such clause (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q (or similar filings in the applicable jurisdiction) satisfies the requirements of clauses (a) or (b) of this Section 6.01, as the case may be. To the extent the SEC has granted the ability to extend any financial statement reporting deadline generally to all non-accelerated filers, including pursuant to Rule 12b-25 (but only to the extent the Borrower, Holdings Topco, Parent or any Parent Holding Company has complied with the filing and disclosed in reasonable detail thereinother requirements of Rule 12b-25 that would have been required if the Borrower, Holdings Topco, Parent or such Parent Holding Company were a non-accelerated filer by posting any such required filings (or filings substantially similar to what Rule 12b-25 would require) consistently throughout to the periods reflected therein Administrative Agent), (the “Extended SEC Reporting Deadline”) and with prior periodssuch Extended SEC Reporting Deadline would be later than the deadline for delivery of the corresponding financial statements of the Borrower pursuant to clause (a) or (b) of this Section 6.01 (the “Section 6.01 Reporting Deadline”), then the applicable Section 6.01 Reporting Deadline shall be automatically deemed to be extended to the date of the Extended SEC Reporting Deadline, without any further action by any party (this proviso, the “Reporting Extension Provision”).

Financial Statements. Furnish to the Administrative Agent (and each Lender:the Administrative Agent shall promptly following receipt thereof furnish to the Lenders): (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the BorrowerHoldings, a copy of the SEC Form 10-K filed by Holdings with the SEC for such fiscal year, or, if no such Form 10-K was so filed by Holdings for such fiscal year, the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of Holdings and its Subsidiaries and whether or not such Form 10-K was filed, of the Borrower and its consolidated and consolidating Subsidiaries Subsidiaries, as at the end of such fiscal year and the related audited consolidated statements of income operations, of common stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP Young or other independent certified public accountants of nationally recognized standing; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, a copy of the BorrowerSEC Form 10-Q filed by Holdings with the SEC for such quarterly period, or, if no such Form 10-Q was so filed by Holdings with respect to any such quarterly period, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of Holdings and its Subsidiaries, and whether or not such Form 10-Q was filed, of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of Holdings, as the case may be, as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Subject to the next succeeding sentence, information delivered pursuant to this Section 6.1 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information delivered pursuant to this Section 6.1 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 11.2(b) hereto. Information required to be delivered pursuant to this Section 6.1 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (to the extent such information has been posted or is available as described in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodssuch notice). Information required to be delivered pursuant to this Section 6.1 shall be in a format which is suitable for transmission.

Financial Statements. Furnish to the Administrative Agent and (with sufficient copies for each Lender:, which shall in turn be promptly distributed by the Administrative Agent to the Lenders): (a) as soon as available, but in any event within 90 95 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of audited financial statements, on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (c) as soon as available, but in any event not later than 30 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein); provided, that financial statements delivered pursuant to paragraphs (b) consistently throughout the periods reflected therein and with prior periods(c) above shall not be required to contain footnote disclosure.

Financial Statements. Furnish The Borrower shall deliver to the Administrative Agent and (which shall promptly make available to each Lender:): (a) as soon as available, but in any event within 90 not later than the earlier of (i) five Business Days after the filing thereof with the SEC and (ii) 105 days after the end of each fiscal year, commencing with the fiscal year of the Borrowerending December 31, 2025, a copy of the audited consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year and the related audited consolidated statements of income income, shareholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, reported onall in reasonable detail and prepared in accordance with GAAP and accompanied by the report and opinion of Deloitte & Touche LLP or another nationally-recognized independent public accounting firm, which report shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification qualification, exception or exceptionexplanatory paragraph or any qualification, exception or qualification arising out of explanatory paragraph as to the scope of such audit (other than (i) any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under this Agreement that is scheduled to occur within one year from the audit, by Ernst & Young, LLP time such report and opinion are delivered or other independent certified public accountants (B) any potential inability to satisfy the financial covenant set forth in Section 8.09 on a future date or in a future period and (ii) customary exceptions as to the scope of nationally recognized standingsuch audit with respect to entities or assets that are the subject of a Permitted Acquisition); and (b) as soon as available, but in any event not later than the earlier of (i) five Business Days after the filing thereof with the SEC and (ii) 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year year, commencing with the fiscal quarter ending March 31, 2025, a copy of the Borrower, the unaudited condensed consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at of the end of such fiscal quarter and the related unaudited condensed consolidated statement of income for the period commencing on the first day and ending on the last day of such fiscal quarter and condensed consolidated statements of income and of cash flows and shareholders’ equity for such quarter and the portion period commencing on the first day of the related fiscal year through and ending on the end last day of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Borrower as being fairly stated presenting in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and respects, in accordance with GAAP applied (except as approved by such accountants or officersubject to good faith year-end and audit adjustments and the absence of footnotes), as the case may be, financial position and disclosed in reasonable detail therein) consistently throughout the periods reflected therein results of operations of the Borrower and with prior periodsthe Subsidiaries.

Financial Statements. Furnish Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the audited consolidated and unaudited Borrower-prepared consolidating Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such year Fiscal Year, the related Consolidated statements of income or operations for such Fiscal Year and the related audited consolidated statements of income shareholders’ equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported onall in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in the case of audited financial statements, without a accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception, exception or any qualification arising out of or exception as to the scope of such audit or with respect to the audit, absence of any material misstatement; it being acknowledged by Ernst & Young, LLP the parties hereto that delivery of a copy the Borrower’s Annual Report on Form 10-K on or other independent certified public accountants before the date specified above shall satisfy the requirements of nationally recognized standing; andthis Section 6.01(a); (b) as soon as available, but in any event not later than 45 within forty-five (45) days after the end of each of the first three quarterly periods Fiscal Quarters of each fiscal year Fiscal Year of the Borrower, the unaudited consolidated and unaudited Borrower-prepared consolidating a Consolidated balance sheet of the Borrower and its consolidated and consolidating Subsidiaries as at the end of such quarter Fiscal Quarter, the related Consolidated statements of income or operations for such Fiscal Quarter and for the portion of the Fiscal Year then ended and the related unaudited consolidated statements of income shareholders’ equity and of cash flows for such quarter Fiscal Quarter and for the portion of the fiscal year through the end of such quarterFiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous yearFiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as being fairly stated presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a Consolidated basis in all material respects (accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes; it being acknowledged by the parties hereto that delivery of a copy the Borrower’s Quarterly Report on Form 10-Q on or before the date specified above shall satisfy the requirements of this Section 6.01(b). All As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such financial statements information under clause (a) or (b) above, but the foregoing shall not be complete in derogation of the obligation of the Borrower to furnish the information and correct materials described in all material respects subsections (a) and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as b) above at the case may be, and disclosed in reasonable detail times specified therein) consistently throughout the periods reflected therein and with prior periods.