Common use of Financial Statements Clause in Contracts

Financial Statements. Furnish to the Administrative Agent and each Lender: (i) as soon as available, but in any event within 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 balance sheet of the Borrower and its Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by 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 (ii) as soon as available, but in any event not later than 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 balance sheet of the Borrower and its Consolidated 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); 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 and each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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 to the (i) occurrence of the Revolving Termination Date or a (ii) a failure to satisfy financial covenants in this Agreement (whether or not such failure has occurred)), by a “Big Four” accounting firm or other independent certified public accountants accountant acceptable to Lender in accordance with the Uniform System of nationally recognized standing; provided, that, electronic delivery Accounts (or such other accounting basis acceptable to Lender) and include such footnotes as required pursuant to GAAP (it being understood that the filing with the SEC by the Borrower to the Administrative Agent and the Lenders of annual reports of the Borrower’s annual report to the SEC Borrower and its consolidated Subsidiaries on Form 10-K with respect to any fiscal year within satisfy the period specified above shall be deemed to be compliance by the Borrower with related requirement of this Section 8.1(a)(i6.1(a) to the extent such annual reports include the information specified herein); and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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, include such footnotes as required pursuant to GAAP, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery ) (it being understood that the filing with the SEC by the Borrower to the Administrative Agent and the Lenders of quarterly reports of the Borrower’s quarterly report to the SEC Borrower and its consolidated Subsidiaries on Form 10-Q with respect to any fiscal quarter within satisfy the period specified above shall be deemed to be compliance by the Borrower with related requirement of this Section 8.1(a)(ii6.1(b) to the extent such quarterly reports include the information specified herein). 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 distribution to the other Agents and each Lender:): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 100 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures as of the end of and for the previous yearfiscal year (provided that no such comparative information shall be required for the audited financial statements delivered for the fiscal year ending December 2007), reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 50 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 as of the end of and for the corresponding period in the previous yearyear (provided that no such comparative information shall be required for the financial statements delivered for any fiscal quarter in the fiscal year ending December 2007), 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); 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 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 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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its Consolidated consolidated and consolidating 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 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; 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated and unaudited Borrower-prepared consolidating balance sheet of the Borrower and its Consolidated consolidated and consolidating 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: (i) as soon as available, but in any event within 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 balance sheet of the Borrower and its Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent agrees to make 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); andso deliver such copies): (iia) as soon as available, but in any event not later than forty-five the 105th day following the end of each fiscal year of the Borrower ending on or after February 3, 2013, (45i) a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of earnings, stockholders’ equity and comprehensive income and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on 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 (or, which report may contain a “going concern” or like qualification or exception if earlier, on 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 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 (except as expressly permitted above), or qualification arising out of the scope of the audit); (b) as soon as available, but in any required public filing thereof) days after event not later than 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided) and (ii) a narrative report and management’s discussion and analysis, that, electronic delivery by the Borrower in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent Agent, of the financial condition and results of operations for such fiscal quarter and the Lenders 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 to the SEC 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); (c) to the extent applicable, concurrently with any fiscal quarter within delivery of consolidated financial statements under subsection 6.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the period specified above shall be deemed to be compliance material adjustments necessary (as determined by the Borrower with this Section 8.1(a)(ii). All 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 to the Administrative Agent and each Lenderfor delivery to the Banks: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited Consolidated consolidated balance sheet of the Borrower Guarantor and its Consolidated consolidated Subsidiaries and 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 Consolidated (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 for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the Guarantor’s 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries consolidated Subsidiaries, and 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); 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 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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated Restricted Subsidiaries as at the end of such fiscal year and the related audited Consolidated consolidated statements of income and retained earnings and of cash flows for such fiscal year, reported on, and accompanied by an opinion (which shall not be qualified based upon the scope of the audit) by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing 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 each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out fiscal year (other than in the case of the scope of the audit, by 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 1996 fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(iyear); and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated Restricted Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); 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 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 Lender:(which will promptly furnish such information to the Lenders): (ia) as soon as available, but in any event within ninety not later than the earlier of (90x) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet sheets of the Borrower Guarantor and its 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 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG 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 (iii) as soon as available, but in any event not later than forty-five the earlier of (45x) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet sheets of the Borrower Guarantor and its 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 of the Guarantor as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery by and (ii) not later than 45 days after the Borrower to the Administrative Agent and the Lenders end of each quarterly period of each fiscal year 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 Part II FOCUS Report of the Borrower with this Section 8.1(a)(ii)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 for distribution to each Lender: (ia) as soon as available, but in any event within prior to the earlier of (x) five (5) days after the date they are required by the SEC and (y) 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 consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries Group Members as at the end of such fiscal year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by BDO USA, LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing and reasonably acceptable 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)Agent; and (iib) as soon as available, but in any event not later than prior to the earlier of (x) five (5) days after the date they are required by the SEC and (y) 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 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 consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries Group Members as at the end of such fiscal quarter and the related unaudited Consolidated 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); providedadjustments and absence of footnotes) and (ii)(1) a reasonably detailed calculation of gross and net dollar retention, thatand (2) a reasonably detailed logo churn/ calculations, electronic delivery by the Borrower each in a form reasonably acceptable to the Administrative Agent and the Lenders of the Borrower’s quarterly report Agent, or to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance extent previously approved by the Borrower Administrative Agent, consistent with this Section 8.1(a)(ii)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 to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on not later than the date of any required public filing thereof) days 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 consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated consolidated statements of income operations, changes in common stockholders’ equity and of cash flows for such yearyear and (ii) a copy of the consolidating balance sheet of the Parent Borrower and its consolidating Subsidiaries as at the end of such year and the related consolidating statements of operations and cash flows for such year 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable to the Administrative Agent and in its reasonable judgment (it being agreed that the Lenders furnishing of Holdings’ or the Parent Borrower’s annual report to the SEC 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 any fiscal such year within except with respect to the period specified above shall requirement that such financial statements be deemed to be compliance by reported on without a “going concern” or like qualification or exception, or qualification arising out of the Borrower with this Section 8.1(a)(iscope of the audit); and; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) days 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 consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided, that, electronic delivery by ) (it being agreed that the Borrower to furnishing of Holdings’ or the Administrative Agent and the Lenders of the Parent Borrower’s quarterly report to the SEC 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 any fiscal quarter within such quarter); provided that solely with respect to periods on or prior to December 24, 2010, financial statements of the period specified above combined Business shall be deemed to be compliance by delivered in lieu of consolidated financial statements of the Parent Borrower with this Section 8.1(a)(ii). All 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 The Company shall deliver to the Administrative Agent and each Lender: (ia) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-K) but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) not later than 90 days after the end of each fiscal year of the BorrowerFiscal Year, a copy copies of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as at the end of such year and the related audited Consolidated 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 and 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 financial position and result of operations 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 independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower and shall not be qualified as to the Administrative Agent and the Lenders of the Borrower’s annual report to scope; (b) promptly upon filing thereof with the SEC on (including as part of a 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 (iiQ) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as at of the end of such quarter and the related condensed unaudited Consolidated 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); provided, thatthe financial position, electronic delivery by the Borrower to results of operations and cash flows of the Administrative Agent Company and the Lenders Subsidiaries; (c) as soon as available but not later than 90 days (or, in the case of the Borrower’s quarterly report to Annual Statement prepared on a combined basis, 100 days) after the SEC close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary on Form 10a stand-Q with respect to any fiscal quarter within alone basis and on a combined basis for all Insurance Subsidiaries, the period specified above shall be deemed stand-alone Annual Statement to be compliance certified by the Borrower with this Section 8.1(a)(ii). All a Responsible Officer of such financial 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 (who shall promptly furnish to each Lender:): (ia) as soon as available, but in any event within ninety (90x) 120 days after the end of the fiscal year of Holdings ending December 31, 2012 and (or, if earlier, on the date of any required public filing thereofy) 105 days after the end of each other fiscal year of the BorrowerHoldings, a copy of the audited Consolidated consolidated balance sheet of the Borrower Holdings and its 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, year reported 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; 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 (iib) as soon as available, but in any event (x) not later than forty-five sixty (45) (or, if earlier, on the date of any required public filing thereof60) 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 consolidated balance sheet of the Borrower Holdings and its 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 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). 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 the Administrative Agent and each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 yearyear and the current year budget, reported 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 KPMG 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated 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 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). 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. Furnish Make available to the Administrative Agent and (for distribution to each Lender:): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without all 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 financial position of 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 the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery limitations imposed by the Borrower to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC on Form 10-K or with respect to any fiscal year within the period specified above shall be deemed to be compliance accounting principles followed by the Borrower not being in accordance with this Section 8.1(a)(i); andGAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with GAAP; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited Consolidated 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 adjustmentsadjustments 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 referred to in clauses (a) and (b) above, a summary statement, prepared in 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); provided, thatthe Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, electronic delivery by but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the Administrative Agent information and materials described in Sections 6.01(a) and (b) above at the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period times 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 each Agent and each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, (i) a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 as of the end of and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by a “Big Four” accounting firm or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower accountant reasonably acceptable to the Administrative Agent Agent; and the Lenders of the Borrower’s annual report (ii) supporting consolidating financial information in a form reasonably acceptable 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); andAdministrative Agent; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, (i) the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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); providedand (c) as soon as available, that, electronic delivery by but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower to (other than the Administrative Agent 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 Lenders related unaudited consolidated statement of income for such month and the portion of the Borrower’s quarterly report 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 the SEC on Form 10year-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)(iiend 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 to (a) The financial statements of Comerica and its Subsidiaries included (or incorporated by reference) in the Administrative Agent and each Lender: Comerica Reports (including the related notes, where applicable) (i) as soon as availablehave been prepared from, but and are in any event within ninety (90) (oraccordance with, if earlier, on the date books and records of any required public filing thereof) days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated balance sheet of the Borrower Comerica and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated statements of income and of cash flows for such yearin all material respects, 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, or qualification arising out of the scope of the audit, by 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 (ii) as soon as available, but in any event not later than 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 balance sheet of the Borrower and its Consolidated 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 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 of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end audit adjustmentsadjustments normal in nature and amount); provided, that(iii) complied, electronic delivery by as of their respective dates of filing with the Borrower to SEC, in all material respects with applicable accounting requirements and with the Administrative Agent published rules and the Lenders regulations of the Borrower’s quarterly report 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 Comerica and its Subsidiaries have been, and are being, 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 informed Comerica that it intends to resign) or been dismissed as independent public accountants of Comerica 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 would not reasonably be expected to have, either individually or in the SEC aggregate, a Material Adverse Effect on Comerica, neither Comerica nor any 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 consolidated balance sheet of Comerica included in its Quarterly Report on Form 10-Q for the 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 Subsidiaries are recorded, stored, maintained and 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 defined in Rule 13a-15(e) of the Securities Exchange Act of 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 chief financial officer of 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 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 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 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 certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when due in the future. (d) Since January 1, 2023, (i) neither Comerica nor any of its Subsidiaries, nor, to the knowledge of Comerica, any director, officer, 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 accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Comerica or 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 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 all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants questionable accounting or officer, as the case may beauditing 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 Deliver to the Administrative Agent and each LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower WFS and its Consolidated Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without prepared 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 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 audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent such audit 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 (ii) as soon as available, but in any event not later than 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 to be accompanied by unaudited Consolidated reconciling financial statements including a balance sheet of the Borrower WFS and its Consolidated Restricted Subsidiaries as at (and excluding the end of such quarter Unrestricted Subsidiaries) and the related unaudited Consolidated consolidated statements of income or operations, changes in shareholders’ equity, and of 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 (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowers (or, if earlier, 5 days after the 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 balance sheet of WFS and its Subsidiaries as at the end of such fiscal quarter, the related 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 a Responsible Officer the chief executive officer, chief financial officer, treasurer or controller of WFS as being fairly stated presenting the consolidated financial condition, results of operations, shareholders’ equity and cash flows of WFS and its Subsidiaries in all material respects (accordance with GAAP, subject only to normal year-end audit adjustments)adjustments and the absence of footnotes; providedsuch 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, thatchanges in shareholders’ equity, electronic delivery and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year; and (c) as soon as available, but in any event at least 15 days before the end of each fiscal year of WFS, forecasts prepared by the Borrower management of WFS, in form reasonably satisfactory to the Administrative Agent Agent, of (i) consolidated balance sheets and related consolidated statements of income or operations and cash flows of WFS and its Subsidiaries on a quarterly basis for the Lenders 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 materials furnished pursuant to Section 6.02(b), the Borrowers shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the Borrower’s quarterly report obligation of the Borrowers to furnish the SEC on Form 10-Q with respect to any fiscal quarter within information and materials described in clauses (a) and (b) above at the period times 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 and (with sufficient copies for each Lender) or otherwise make available as described in the last sentence of subsection 7.2: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable 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)Agent; and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); 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 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 to the Administrative Agent and each Lender: (ia) as soon as available, but in any event within ninety (90) days (or, if earlier, 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 the date of any required public filing thereofForm 10-K) days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers 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 (iib) as soon as available, but in any event not later than on the date forty-five (45) days (or, if earlier, 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 the date of any required public filing thereofForm 10-Q) days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). 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 to the Administrative Agent and Agent, on behalf of each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 for such 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, or qualification arising out of the scope of the audit, by KPMG, 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; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); providedand (c) if any Unrestricted Subsidiary exists, thatconcurrently with each delivery of financial statements under clause (a) or (b) above, electronic delivery by 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 to the Administrative Agent and the Lenders of its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower’s quarterly report to the SEC on Form 10-Q , together 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)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 Lenderfor delivery to the Banks: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited Consolidated consolidated balance sheet of the Borrower Guarantor and its Consolidated consolidated Subsidiaries and 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 Consolidated (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 for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the Guarantor’s 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries consolidated Subsidiaries, and 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); 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 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. (a) Furnish to the Administrative Agent and on behalf of each Lender: (i) as soon as available, but in any event within 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 consolidated balance sheet of the Borrower and its Consolidated 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 yearyear and the current year budget, reported 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 KPMG 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 (ii) as soon as available, but in any event not later than 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 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 consolidated balance sheet of the Borrower and its Consolidated 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 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). . (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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and Fiscal Year, the related audited Consolidated statements of income or operations for such Fiscal Year and the related consolidated statements of shareholders’ equity and cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported on without all 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 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, by independent certified public accountants absence of nationally recognized standingany material misstatement; provided, that, electronic delivery it being acknowledged by the Borrower to parties hereto that the Administrative Agent and the Lenders posting of the Borrower’s annual report to the SEC Annual Report on Form 10-K with respect to any fiscal year within on the period Borrower’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) on or before the date specified above shall be deemed to be compliance by satisfy the Borrower with requirements of this Section 8.1(a)(i6.01(a); and, so long as such reports are freely and readily available at no cost to the Administrative Agent or the Lenders; (iib) as soon as available, but in any event not later than within 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 Fiscal Quarters of each fiscal year Fiscal Year of the Borrower, the unaudited a Consolidated balance sheet of the Borrower and its Consolidated 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 Fiscal Year then ended and the related consolidated statements of shareholders’ equity and 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 adjustments)adjustments and the absence of footnotes; provided, that, electronic delivery it being acknowledged by the Borrower to parties hereto that the Administrative Agent and the Lenders posting of a copy of the Borrower’s quarterly report to the SEC Quarterly Report on Form 10-Q with respect to any fiscal quarter within on the period Borrower’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) on or before the date specified above shall be deemed to be compliance by satisfy the Borrower with requirements of this Section 8.1(a)(ii6.01(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:): (ia) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within ninety the earlier of (90i) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated 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 without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLC 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 (iib) 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 forty-five within the earlier of (45i) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated 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 adjustments and the Lenders 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 Borrower’s quarterly report 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 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)(iiabsence 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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 as of the end of and for the previous year, reported on without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, thathowever, electronic that delivery by the Borrower to the Administrative Agent and the Lenders Lender of the Borrower’s 's annual report to the SEC reports on Form 10-K as filed timely with respect to any fiscal year within and in accordance with the period specified above regulations of the SEC shall be deemed to be compliance by satisfy the Borrower with requirements of this Section 8.1(a)(i5.1(a); and; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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); provided, thathowever, electronic that delivery by the Borrower to the Administrative Agent and the Lenders Lender of the Borrower’s 's quarterly report to the SEC reports on Form 10-Q as filed timely with respect to any fiscal quarter within and in accordance with the period specified above regulations of the SEC shall be deemed to be compliance by satisfy the requirements of this Section 5.1(b); and (c) from and 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 with this Section 8.1(a)(ii). All and its Subsidiaries as at the end of such financial month and the related unaudited consolidated statements shall be complete of income and correct 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 each LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated consolidated statements of comprehensive income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” year certified by Ernst & Young Global Limited or like qualification or exception, or qualification arising out of the scope of the audit, by 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated consolidated statements of comprehensive 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 Borrower 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 adjustments and the Lenders absence 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)(iifootnotes). 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 GAAP. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; 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 third-party website (such as ▇▇▇▇://▇▇▇.▇▇▇) or whether sponsored by the Administrative Agent); provided that the Borrower shall (x) except as approved to the extent that an option to automatically receive an e-mail alert with respect to any applicable document is available at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇/EmailNotification(or another readily accessible page on the Borrower’s website), notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such accountants document and (y) upon written request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or officer, as to maintain copies of the case may bedocuments referred to above, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodseach Lender shall be solely responsible for maintaining its copies of such documents.

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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); 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. 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 Deliver to the Administrative Agent Agent, in form and each Lenderdetail satisfactory to the Administrative Agent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year Fiscal Year of the Lead Borrower, (x) a copy of the audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Albertson’s Group 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 (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 Fiscal Year, all 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 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 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 financial statements of such Fiscal Year, all of which shall be in form and detail reasonably satisfactory to the Administrative Agent; (b) as soon as available, but in any event within 60 days after the end of each of the first three Quarterly Accounting Periods of each Fiscal Year of the Lead Borrower, (x) a Consolidated balance sheet of the Albertson’s Group as at the end of such Quarterly Accounting Period and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Quarterly Accounting Period and for the portion of the 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 Quarterly 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 year, reported on without a “going concern” or like qualification or exception, or qualification arising out Fiscal Year and (B) the corresponding portion of the scope 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 auditLead Borrower as fairly presenting in all material respects the financial condition, by independent certified public accountants results of nationally recognized standing; providedoperations, thatand cash flows of the Lead Borrower as of the end of such Accounting Period in accordance with GAAP, electronic delivery by the Borrower subject only to the Administrative Agent normal year-end audit adjustments and the Lenders absence 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 footnotes and that prior Fiscal Year results are not required to be compliance by the Borrower with this Section 8.1(a)(i)restated for changes in discontinued operations; and (iid) as soon as available, but in any event not later no more than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each Fiscal Year of the Lead Borrower (or, in the case of the first three 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 periods of each 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. 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 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 unaudited Consolidated balance sheet of one hand, and the information relating to the Lead Borrower and its Consolidated Restricted Subsidiaries as at on a standalone basis, on the end other hand and (ii), to the extent such information is in lieu of information required to be provided under this Section 6.01, 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 materials are accompanied by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); providedreport and opinion of an independent registered public accounting firm of nationally recognized standing, that, electronic delivery by the Borrower to the Administrative Agent which report 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 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:): (ia) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within ninety the earlier of (90i) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated 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 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 RSM US 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 (iib) 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) 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 Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, the unaudited Consolidated consolidated balance sheet of the Borrower Holdings and its Consolidated 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 adjustments and the Lenders absence of the Borrowerfootnotes), accompanied by a customary management’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)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 for further distribution to each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without and including a customary management’s discussion and analysis, all in reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of KPMG or any other independent certified public accountant of nationally recognized standing, 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 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; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated fiscal quarter ending March 31, 2019, 60 days), a consolidated and segmented balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited Consolidated 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; providedand (d) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, thatsimultaneously with the delivery of a Compliance Certificate referred to in Section 6.02(a) below, electronic delivery the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) through (b) of this Section 6.01 may be satisfied by furnishing (A) the Borrower 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 and the Lenders of the Borrower’s quarterly report for delivery to the SEC on Form 10-Q 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 fiscal quarter within other direct or indirect parent company of Holdings), the period specified above shall be deemed to be compliance by the Borrower Compliance Certificate delivered in connection with this Section 8.1(a)(ii). All 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 each Lender:(for distribution to the Lenders): (ia) (x) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 balance sheet of the Parent Borrower and its Consolidated Subsidiaries Subsidiaries, documents and 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 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 ▇▇▇▇▇ & Young LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent national standing and the Lenders (y) if there are any Unrestricted Subsidiaries as of the Borrower’s annual report to the SEC on Form 10-K with respect to last day of any fiscal year within year, simultaneously with the period specified above shall be deemed delivery of each set of consolidated financial statements referred to be compliance by in clause (x), the Borrower with this Section 8.1(a)(i)related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements; and (iib) (x) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated balance sheet date of required delivery to the SEC after giving effect to any permitted extensions of time), such consolidated quarterly reports and information of the Parent Borrower and its Consolidated Subsidiaries, documents and 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 Consolidated consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of income and of cash flows for Unrestricted Subsidiaries from 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)consolidated 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: (ia) as soon as availablecommencing with the Fiscal Year ending June 30, but in any event 2022, within ninety sixty (90) (or, if earlier, on the date of any required public filing thereof60) days after the end of each fiscal year of the BorrowerFiscal Year, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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 on without a which 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 financial 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 the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders such audit (except as a result of the Borrower’s annual report to the SEC on Form 10-K with respect to impending maturity of any fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(iFacility or any other Indebtedness); and (iib) as soon as availablecommencing with the Fiscal Quarter ending September 30, but in any event not later than 2022, within forty-five (45) (or, if earlier, on the date of any required public filing thereof) days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter) of each Fiscal Year, a copy of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Subsidiaries, and the related consolidated statements of income and cash flows as at of the end of such quarter Fiscal Quarter and the related unaudited Consolidated statements of income and of cash flows 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 adjustments)adjustments and absence of footnote disclosures; provided, provided that, electronic delivery by the Borrower to the Administrative Agent such balance sheet and/or related consolidated statements of income and the Lenders of 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 quarterly report 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 SEC on Form 10-Q with respect to scope (in each case, except as a result of the impending maturity of any fiscal quarter within Facility or any other Indebtedness). Notwithstanding the period specified above foregoing, the obligations in paragraphs (a) and (b) of this Section 4.1 shall be deemed to be compliance 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 this 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 8.1(a)(ii4.1(a). All , 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 prepared in accordance with generally accepted auditing standards, (y) state that such consolidated financial statements shall be complete and correct 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 and for prompt further distribution to each Lender: (ia) as soon as available, but in any event within ninety one hundred and twenty (90) (or, if earlier, on the date of any required public filing thereof120) days after the end of each fiscal year of the BorrowerGBT, a copy of the an audited Consolidated consolidated balance sheet of the Borrower GBT and its Consolidated consolidated 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 fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported on without all in reasonable detail and prepared in accordance with GAAP, and except with respect to any reconciliation required in connection therewith, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, 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 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; (iib) commencing with the fiscal quarter ended June 30, 2024, as soon as available, but in any event not later than forty-five event, within sixty (45) (or, if earlier, on the date of any required public filing thereof60) days after the end of each of the first three quarterly periods (3) fiscal quarters of each fiscal year of the BorrowerGBT, the unaudited Consolidated a consolidated balance sheet of the Borrower GBT and its Consolidated consolidated Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited Consolidated (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 adjustments); provided, that, electronic delivery by the Borrower adjustments and to the Administrative Agent 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 Lenders 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 the Borrowerthis Section 6.01 may be satisfied with respect to financial information of GBT and its consolidated Subsidiaries by furnishing,) if applicable, GBT’s quarterly report to the SEC on Form 10-Q K, 10-Q, Annual Information Form and quarterly financial statements, as applicable, filed with respect the SEC; provided that, to any fiscal quarter within the period specified above shall be deemed extent such information is in lieu of information required to be compliance provided under Section 6.01(a), such materials are accompanied by the Borrower with this Section 8.1(a)(ii). All such financial statements shall be complete 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 LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year Fiscal Year of the BorrowerParent, a copy of the audited Consolidated balance sheet of the Borrower Parent and its Consolidated 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 on without all 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 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 independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders other than any qualification or exception solely as a result of the Borrower’s annual report fact that the Commitments or the Loans hereunder are scheduled to mature within 365 days after 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); andend of such Fiscal Year; (iib) as soon as available, but in any event not later than within 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 Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerParent, the unaudited a Consolidated balance sheet of the Borrower Parent and its Consolidated 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 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); providedadjustments and the absence of footnotes; (c) as soon as available, thatbut in any event within thirty (30) days after the end of each Fiscal Period of each Fiscal Year of the Parent, electronic delivery a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Period, and the related Consolidated statements of income or operations for such Fiscal Period, and 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 in reasonable 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, subject only to normal year-end audit adjustments and the absence of footnotes; (d) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in form and detail reasonably satisfactory to the Administrative Agent Agent, of Consolidated balance sheets and the Lenders statements of income or operations and cash flows and an Availability model of the Borrower’s quarterly report 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 soon as available, any significant revisions (if any) to the SEC on Form 10-Q such forecast 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 periodsFiscal Year.

Financial Statements. Furnish to the Administrative Agent and each Lender: (ia) as soon as available, but in any event within ninety (90) (90 days or, if earlierafter fiscal year end 2005, on such earlier date as required by the date of any required public filing thereof) days SEC, after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG, L.L.P. 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; (iib) as soon as available, but in any event not later than forty-five (45) (45 days or, if earlierafter fiscal year end 2005, on such earlier date as required by the date of any required public filing thereof) days SEC, after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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); providedand (c) as soon as available, that, electronic delivery by but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower to (other than the Administrative Agent 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 Lenders related unaudited consolidated statements of income and of cash flows for such month and the portion of the Borrower’s quarterly report 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 the SEC on Form 10normal year-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)(iiend 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 to the Administrative Agent and each LenderBank: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year of the BorrowerParent, a copy of the audited Consolidated consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by Price Waterhouse LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable 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)Majority Banks; and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 75 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerParent, the unaudited Consolidated consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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 to normal year-end audit adjustments); provided, that, electronic delivery by the Borrower when considered in relation to the Administrative Agent and the Lenders consolidated financial statements 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)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 (which shall promptly make a copy thereof available to each Lender:, including by posting on a secure website): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by PriceWaterhouseCoopers 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 (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 to the Administrative Agent and (who shall promptly furnish to each Lender:): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end last day of each fiscal year of the BorrowerCompany ending thereafter, a copy of the audited Consolidated consolidated balance sheet of the Borrower Company and its Consolidated 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 without a “going concern” year and accompanied by each of (x) customary management discussion and analysis and (y) an opinion of PricewaterhouseCoopers LLP or like qualification or exception, or qualification arising out of the scope of the audit, by other independent certified public accountants of nationally recognized national standing; provided, thatwhich 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, electronic 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 by within the Borrower to the Administrative Agent and the Lenders time periods specified above of copies of the Borrower’s annual report to the SEC Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with respect to any fiscal year within the period specified above SEC shall be deemed to be compliance by satisfy the Borrower with requirements of this Section 8.1(a)(i5.1(a); and); (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Company and its Consolidated 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 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence of footnotes) and including management discussion and analysis (provided that delivery within the time periods specified above of copies of the Borrower’s quarterly report to the SEC Annual Report on Form 10-Q K of the Company (or any direct or indirect parent company thereof) filed with respect to any fiscal quarter within the period specified above SEC shall be deemed to be compliance by satisfy the Borrower with requirements of this Section 8.1(a)(ii5.1(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 the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on not later than the date of any required public filing thereof) days 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 consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable to the Administrative Agent and in its reasonable judgment (it being agreed that the Lenders furnishing of the Parent Borrower’s annual report to the SEC 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 any fiscal such year within except with respect to the period specified above shall requirement that such financial statements be deemed to be compliance by reported on without a “going concern” or like qualification or exception, or qualification arising out of the Borrower with this Section 8.1(a)(iscope of the audit); and (iib) as soon as available, but in any event not later than forty-five the fifth Business Day after the 45th day (45or (x) in the case of the quarterly period ended March 31, 2004, the 75th day or (ory) in the case of the quarterly periods ended, if earlierrespectively, on June 30, 2004 and September 30, 2004, the date of any required public filing thereof60th day) days after following the end of each of the first three quarterly periods of each fiscal year of the Parent Borrower, the unaudited Consolidated consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided, that, electronic delivery by ) (it being agreed that the Borrower to the Administrative Agent and the Lenders furnishing of the Parent Borrower’s quarterly report to the SEC 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 any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(iisuch 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 (a) Deliver to the Administrative Agent and for prompt further distribution to each Lender: (i) , as soon as available, but in any event within one hundred eighty (180) days after the end of the fiscal year ending December 31, 2009 and within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without all 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 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, by independent certified public accountants of nationally recognized standing; provided2009, that, electronic delivery by 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 a Responsible Officer of the Borrower as fairly 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 to the absence of footnotes and the finalization of purchase accounting adjustments; (b) Deliver to the Administrative Agent and the Lenders of the Borrower’s annual report for prompt further distribution 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 (ii) each Lender, as soon as available, but in any event not later than within (x) sixty (60) days after the end of the fiscal quarter ending March 31, 2010 and (y) within 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 (3) fiscal quarters of each fiscal year of the BorrowerBorrower for fiscal quarters ended on or after June 30, the unaudited Consolidated 2010, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited Consolidated (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 adjustments); provided, that, electronic delivery by adjustments and the Borrower 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 Lenders 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’s , beginning with the fiscal year ending December 31, 2010, a detailed consolidated budget for the following fiscal year on a quarterly report 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”), 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 SEC on Form 10-Q Administrative Agent with each set of consolidated financial statements 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 in footnote form only) from such consolidated financial statements. 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 Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or any fiscal quarter within direct or indirect parent of the period specified above 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 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 accordance with 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 (d) may be delivered electronically and if so delivered, shall be deemed to be compliance 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 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 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. Notwithstanding anything contained herein, in every instance the 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 this Section 8.1(a)(ii6.02(a). All such financial statements Each Lender shall be complete solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and correct 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 have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all material respects and such Borrower Materials shall be prepared clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, 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 respect 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 reasonable detail 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 in accordance with GAAP applied (except z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as approved by such accountants or officerbeing suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periodsBorrower 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: (i) as soon as available, but practicable and in any event within ninety 60 days after the end of each quarterly period (90other 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 (or, if earlier, iii) below of copies of the Quarterly Report on Form 10-Q of the date 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 required public filing thereof) 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 consolidated balance sheet of the Borrower Company and its Consolidated 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 on by independent public accountants of recognized national standing selected by the Company whose report shall be without a “going concern” or like qualification or exception, or qualification arising out of the limitation as to scope of the audit, by independent certified public accountants of nationally recognized standingaudit and satisfactory in substance to the Required Holder(s); provided, thathowever, electronic that delivery by the Borrower pursuant to the Administrative Agent and the Lenders clause (iii) below of copies of the Borrower’s annual report to the SEC Annual Report on Form 10-K with respect to any of the Company for such fiscal year within filed with the period specified above Securities and Exchange Commission shall be deemed to be compliance 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 exhibits) and all reports which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the 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 Borrower with this Section 8.1(a)(i)books of the Company or any Subsidiary; and (v) with reasonable promptness, such other financial data as such Significant Holder may reasonably request. Together with each delivery of financial statements required by clauses (i) and (ii) as soon as availableabove, but the Company will deliver to each Significant Holder an Officer's Certificate demonstrating (with computations in any event not later than forty-five (45reasonable detail) (compliance by the Company and its Subsidiaries with the provisions of paragraph 6 and stating that, to the best of their knowledge based upon reasonable inquiry, there exists no Event of Default or Default, or, if earlierany 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 accountants stating that, in making the audit necessary for their report on the date such financial statements, they have obtained no knowledge of any required public filing 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) days after . Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the end course of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Consolidated 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 an 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 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 Agent, in form and detail satisfactory to the Agent, with sufficient copies for each Lender, the following documents: (ia) as soon as available, but in any event within ninety one hundred twenty (90) (or, if earlier, on the date of any required public filing thereof120) days after the end of each fiscal year of the BorrowerFiscal Year, a copy of the audited Consolidated balance sheet financial statements of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited 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 on without a certified, in the case of the audited Consolidated financial statements and audited Consolidated statements of income as being fairly stated in all material respects by an 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, exception or any qualification arising out of or exception as to the scope of the audit, by 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 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 any fiscal year within satisfy the period specified above shall be deemed to be compliance by financial covenants set forth in the Borrower with this Section 8.1(a)(i); andSenior Credit Agreement; (iib) as soon as available, but in any event not later than within forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 balance sheet sheets of the Borrower and its 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); provided, thatcommencing with the first full month occurring after the Restatement Date, electronic delivery by the Borrower to prepared unaudited Consolidated balance sheets of the Administrative Agent Borrower and its Consolidated Subsidiaries as at the end of such month and the Lenders related unaudited statements of income and cash flows (and, upon the request 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 Agent, if an Event of Default has occurred and is continuing, stockholders equity) of the Borrower with this Section 8.1(a)(ii). All 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 to the Administrative Agent and each Lender: (ia) with respect to each fiscal year of Borrower ending after the Closing Date, as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its 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 as of the end of and for the previous year, year and reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by 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); andIndependent Accountants; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as at the end of such quarter month and the related unaudited Consolidated 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); provided; (c) as soon as available, thatbut in any event not later than 30 days after the end of each month a schedule, electronic delivery 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 Administrative corresponding period in the most recently delivered Projections; and (d) such other information as Agent and the Lenders of the Borrower’s quarterly report or any Lender may from time 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)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 (a) After the date of this Agreement and prior to the Administrative Agent and each Lender: (i) First Closing, SE Corp shall deliver to SEP, as soon as availablereasonably feasible, but copies of the 2013 Unaudited Financials and any monthly reports and quarterly or annual financial statements of the Companies, in any event within ninety (90) (oreach case, if earlier, on prepared in the ordinary course after the date of this Agreement and prior to the First Closing, in a format historically utilized by the Companies. SE Corp shall deliver to SEP from time to time copies of any required public filing thereoffurther monthly reports and quarterly or annual financial statements of the Companies that are not held, directly or indirectly, as to 100% by SEP after the First Closing, in each case, prepared in the ordinary course after the First Closing and prior to the Third Closing, in a format historically utilized by the Companies. (b) No later than 70 days after the end of First Closing Date, SE Corp shall deliver the following financial statements to SEP, each fiscal year of the Borroweron a GAAP basis (including respective balance sheets, a copy of the audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated statements of income and of cash flows for and applicable footnotes), in such year, setting forth in each case in comparative form as may be required by Rule 3-05(a) of Regulation S-X promulgated under the figures for Securities Act to be filed with the previous year, reported on without Commission by SEP as a “going concern” or like qualification or exception, or qualification arising out result of the scope Transactions consummated on or before such Closing Date, together with the unqualified audit opinion of the audit, by independent certified public accountants of nationally recognized standing; providedthe Companies for the financial statements in clause (i) below (collectively, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders “Required Financials”): (i) audited combined financial statements of the Borrower’s annual report Companies at and for the years ended December 31, 2010, December 31, 2011 and December 31, 2012 and (ii) unaudited combined financial statements on a GAAP basis of the Companies at and for any period(s) for 2013 as may be required by Rule 3-05(a) of Regulation S-X. (c) From the date hereof until delivery of the Required Financials to the SEC SEP in accordance with Section 6.11(b), SE Corp shall keep SEP informed, and consult with SEP on Form 10-K a regular basis, with respect to the preparation of the Required Financials, including by promptly providing SEP with copies of any fiscal year within drafts of the period specified above Required Financials and promptly informing SEP of any correspondence and communications with the independent public accountants of the Companies relating to the Required Financials. (d) SE Corp shall use its commercially reasonable efforts to cause the independent public accountants of the Companies to provide to SEP no later than the date on which the Required Financials must be deemed filed with the Commission any consent necessary to be compliance the filing of the Required Financials with the Commission and any such customary representation letters as are necessary in connection therewith, provided, however, that SEP shall cooperate with and assist SE Corp and its Affiliates and the auditors engaged by the Borrower with this Section 8.1(a)(i); and (ii) as soon as availableCompanies, but in including promptly providing any event not later than forty-five (45) (or, if earlier, on the date information reasonably requested by any 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 balance sheet of the Borrower and its Consolidated 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); 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 periodsthem.

Financial Statements. Furnish to the Administrative Agent and Agent, on behalf of each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the Parent Borrower, a copy of the audited Consolidated consolidated and consolidating balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by M▇▇▇ A▇▇▇▇ 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; (iib) as soon as available, but in any event not later than within 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 fiscal quarterly periods of each fiscal year of the Parent Borrower, the unaudited Consolidated consolidated and consolidating balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited Consolidated 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); providedand (c) if any Unrestricted Subsidiary exists, thatconcurrently with each delivery of financial statements under clause (a) or (b) above, electronic delivery by financial statements (in substantially the Borrower same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the Administrative Agent and basis of consolidating the Lenders accounts of the Parent Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Parent Borrower’s quarterly report to the SEC on Form 10-Q , together 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)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 to the Administrative Agent for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on not later than the date of any required public filing thereof) days fifth Business Day after the 90th day following the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 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 standing not unacceptable to the Administrative Agent and in its reasonable judgment (it being agreed that the Lenders furnishing of the Borrower’s annual report to the SEC 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 any fiscal such year within except with respect to the period specified above shall requirement that such financial statements be deemed to be compliance by reported on without a “going concern” or like qualification or exception, or qualification arising out of the Borrower with this Section 8.1(a)(iscope of the audit); and; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) days 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided, that, electronic delivery by ) (it being agreed that the Borrower to the Administrative Agent and the Lenders furnishing of the Borrower’s quarterly report to the SEC 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 any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(iisuch 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: (ia) as soon as available, but in any event within ninety one hundred twenty (90) (or, if earlier, on the date of any required public filing thereof120) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated 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 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 BDO USA, LLP, PricewaterhouseCoopers, Deloitte LLP, any other independent certified public accountants accountant of nationally recognized standing; provided, that, electronic delivery by the Borrower standing or any other independent certified public accountant that is reasonably acceptable 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)Agent; and (iib) as soon as available, but in any event not later than within forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated consolidated Subsidiaries as at the end of such quarter Fiscal Quarter and the related unaudited Consolidated 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments 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)(iifootnote 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 Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the BorrowerBorrower (or if earlier within 15 days after the date required to be filed with the SEC (without giving effect to extensions)), a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, reported on without all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable (it being agreed that any “Big Four” accounting firm shall be deemed to be acceptable) to the Required Lenders (the “Auditor”), which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws 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 audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower such audit (except for any such qualification pertaining to the Administrative Agent and the Lenders maturity of any Facility or any Incremental Equivalent Debt occurring within twelve (12) months of the Borrower’s annual report to relevant audit or any breach or anticipated breach of the SEC on Form 10-K financial covenant in Section 7.12) or 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)absence of material misstatement; and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) within 45 days after the end of each of the first three quarterly periods fiscal quarters of each fiscal year of the BorrowerBorrower (commencing with the fiscal quarter ended March 31, 2018) (or if earlier within 10 days after the unaudited Consolidated date required to be filed with the SEC (without giving effect to extensions)), a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited Consolidated consolidated statements of income or operations 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, such consolidated statements to be 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 Subsidiaries in all material respects (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 6.02(c); provided, thatthe Borrower shall not be separately required to furnish such information under clause (a) or (b) above, electronic delivery by but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the Administrative Agent information and materials described in clauses (a) and (b) above at the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period times 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 and (with sufficient copies for each Lender) or otherwise make available as described in the last sentence of Section 7.2: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the BorrowerNew Holdings, a copy of the audited Consolidated consolidated balance sheet of the Borrower New Holdings and its Consolidated consolidated Subsidiaries as at the end of such 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, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal year, reported on without a “going concern” or like qualification or exceptionexception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by independent PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable 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); andAgent; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerNew Holdings, the unaudited Consolidated consolidated balance sheet of the Borrower New Holdings and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated consolidated statements of income operations and of cash flows of New Holdings 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). All such ; (c) 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 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); and (d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 7.1(a) and 7.1(b), to the extent there exists any Unrestricted Subsidiaries at such time, the related unaudited (it being understood that such information may be audited at the option of New Holdings) 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 7.1 may be satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries within the time periods specified in such paragraphs; provided that (i) (w) Parent directly holds all of the Capital Stock of Intermediate Holdings, (x) Intermediate Holdings directly holds all of the Capital Stock of New Holdings, (y) Intermediate Holdings is in compliance with Section 8.17 and (z) Parent is in compliance with Section 11.20, (ii) to the extent such financial statements relate to Parent and its consolidated Subsidiaries, such financial statements shall be accompanied by consolidating information that explains in reasonable detail thereinthe differences between the information relating to Parent and any other entity (other than New Holdings and its consolidated Subsidiaries), on the one hand, and the information relating to New Holdings and its consolidated Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer either Parent or of New Holdings as having been fairly presented in all material respects and (iii) consistently throughout to the periods reflected therein extent such financial statements are in lieu of the financial statements required to be provided under Section 7.1(a), such financial statements shall be accompanied by a report of PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent, which report shall not be subject to a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit. New Holdings hereby represents, warrants and covenants that, in the event that the obligations in paragraphs (a) or (b) of this Section 7.1 are satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries pursuant to this paragraph, each of the conditions set forth in this paragraph shall have been satisfied. Documents required to be delivered pursuant to this Section 7.1 and Section 7.2 below (to the extent any such documents are included in materials otherwise filed with prior periodsthe SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent or New Holdings posts such documents, or provides a link thereto, on Parent’s or New Holdings’ website on the Internet at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or (ii) on which such documents are posted on Parent’s or New Holdings’ 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 Agent 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 Section 7.2, at the request of the Administrative Agent, the Borrower Agent 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 The Borrower shall furnish to the Administrative Agent and each LenderLenders: (ia) as soon as available, but available and in any event within ninety fifty (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 balance sheet of the Borrower and its Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by 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 (ii) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof50) 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 balance sheet of the Borrower (i) Sunstone and its Consolidated Subsidiaries and (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 of the Borrower, together with (to the extent not previously delivered) copies of the Eligible Hotel Documents in respect of each of the Eligible Hotels shown listed thereon (except as being 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 stated in 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 material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery 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 Agent, and the Lenders certified by such Person; and (h) Within thirty (30) days 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 filing of federal income tax returns by the Borrower with this Section 8.1(a)(iiAlter or Char▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇pies of such returns (including all schedules 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 (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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date The financial statements of any required public filing thereof) days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated balance sheet of the Borrower Buyer and its Consolidated 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 included (or incorporated by reference) in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the BorrowerBuyer’s annual report to the SEC Annual Report on Form 10-K for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 and Buyer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 included in the Buyer SEC Reports (including the related notes, where applicable) (the “Buyer Financial Statements”) (i) have been prepared in conformity with respect to any fiscal year within GAAP applied on a consistent basis with prior periods (except as may be indicated in the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i); and notes thereto) and (ii) as soon as available, but in any event not later than 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 balance sheet of the Borrower and its Consolidated 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 present in all material respects the consolidated financial position of Buyer and its Subsidiaries, as of the dates thereof, and their results of operations, cash flows and changes in capital for the periods then ended (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments); provided. (b) Buyer has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to provide reasonable assurance that material information relating to Buyer, thatincluding ▇▇▇▇▇’s Subsidiaries, electronic delivery is made known to the chief executive officer and the chief financial officer of Buyer by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Borrower Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Neither Buyer nor any of its Subsidiaries has any liabilities of any kind (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) other than liabilities (i) that are reflected or reserved against in the balance sheet included in the Buyer Financial Statements, (ii) incurred in the ordinary course of business since the date of the balance sheet included in the Buyer Financial Statements, (iii) incurred in connection with this Agreement and the transactions contemplated hereby, (iv) arising in the ordinary course under any contract to which Buyer or any of its Subsidiaries is a party except to the Administrative Agent and the Lenders extent arising from Buyer’s or its applicable Subsidiary’s breach of the Borrower’s quarterly report any such contract or (v) that would not reasonably be expected 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 periodshave a Buyer Material Adverse Effect.

Financial Statements. Furnish Provide to Lenders all of the Administrative Agent following, in form and each Lenderdetail reasonably satisfactory to Lenders: (ia) as soon as available, but in any event within ninety (90) not later than 90 days (or, if earlierBorrower is required to include such financial statements in an Annual Report on Form 10-K, on such later date as may be permitted by the date Securities Exchange Act or the rules thereunder) after and as of any required public filing thereof) days after 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 of the Borrower sheet, income statement and its Consolidated 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 without a “unqualified opinion (as to scope of opinion and going concern” or like qualification or exception) of such accountant addressed to Lenders; (b) not later than 45 days (or, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the if Borrower is required to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC include such financial statements in a Quarterly Report on Form 10-K with respect to any fiscal year within the period specified above shall Q, such later date as may be deemed to be compliance permitted by the Borrower with this Section 8.1(a)(i); and (iiSecurities Exchange Act or the rules thereunder) after and as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) days after 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 of the Borrower sheet, income statement and its Consolidated 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 the end president or chief financial officer, a general partner or a member of such quarterBorrower, setting forth in each case in comparative form the figures for the previous yearas applicable, 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 substantially to the Administrative Agent form of Exhibit B attached hereto (a “Compliance Certificate”) 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 incorporated herein by the Borrower with this Section 8.1(a)(ii). All such reference that (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 Borrower shall deliver, or cause to the Administrative Agent and each be delivered, to Lender: (ia) as soon as available, but available and in any event within ninety sixty (90) (or, if earlier, on the date of any required public filing thereof60) 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 balance sheet of the Borrower and its Consolidated Subsidiaries Guarantor, the unaudited consolidated balance sheets of Borrower and Guarantor as at the end of such year period and the related audited Consolidated 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 on without accompanied by a “going concern” certificate of a Responsible Officer of Borrower or like qualification Guarantor, as applicable, which certificate shall state that said financial statements fairly present the financial condition and results of operations of Borrower or exceptionGuarantor, or qualification arising out of as applicable, in accordance with GAAP, consistently applied, as at the scope of the auditend of, by independent certified public accountants of nationally recognized standing; providedand for, that, electronic delivery by the Borrower such period (subject to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC on Form 10normal year-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)(iend audit adjustments); and; (iib) as soon as available, but available and in any event not later than forty-five within one hundred twenty (45) (or, if earlier, on the date of any required public filing thereof120) days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerBorrower and Guarantor, the unaudited Consolidated consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries Guarantor as at the end of such quarter fiscal year and the related unaudited Consolidated 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); 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 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 and each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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, together with calculations demonstrating that the Borrower is in compliance with the financial covenants set forth in Section 7.1, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche 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; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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, 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); providedand (c) as soon as available, that, electronic delivery by but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower to (other than the Administrative Agent 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 Lenders related unaudited consolidated statements of income and of cash flows for such month and the portion of the Borrower’s quarterly report 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 the SEC on Form 10normal year-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)(iiend 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 Deliver to the Administrative Agent and for further distribution to each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated 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 Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without all 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 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 the auditsuch audit (other than any such exception, by 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 qualification or explanatory paragraph that is with respect to to, or resulting from, (i) an upcoming maturity date under 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 Indebtedness, (ii) as soon as availableany potential inability to satisfy a financial maintenance covenant, but in any event not later than forty-five (45) (or, if earlierincluding the Financial Covenant, on a future date or in a future period or any actual breach of the date Financial Covenant at such time or (iii) the activities, operations, financial results, assets or liabilities of any required public filing thereofUnrestricted 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) 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 Consolidated a consolidated 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 Subsidiaries as at the end of such quarter fiscal quarter, and the related unaudited Consolidated 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); providedadjustments and the absence of footnotes, that, electronic delivery 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. 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 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 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 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 and an Annual Report on Form 10-K for any fiscal year (or similar filing in the Lenders 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 (a) above, such Form 10-K shall satisfy all requirements of the Borrower’s quarterly report clause (a) of this Section 6.01 with respect to such fiscal year to the SEC extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” or like 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 any such fiscal quarter within to the period specified above shall be deemed extent that it contains the information required by such clause (b); in each case to be compliance by the Borrower with 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 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 officer6.01, 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 The Account Party will furnish to the Administrative Agent and each LenderLC Issuer: (ia) as soon as availableavailable (but only if Holdings is no longer required to make such filing with the SEC), but in any event within ninety the earlier of (90i) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries 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 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 RSM US 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 (iib) 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) 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 Holdings and (ii) five days after such related filing (if any) with the BorrowerSEC is due, the unaudited Consolidated consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries 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 adjustments and the Lenders absence of the Borrowerfootnotes), accompanied by a customary management’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)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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated 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 for such 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, or qualification arising out of the scope of the audit, by KPMG, 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; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated consolidated statements of income income, stockholders’ equity and of cash flows for such quarter 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 adjustments and the absence of footnotes); (c) during any period commencing on a day (a) on which a Specified Event of Default has occurred and is continuing or (b) occurring on or after the Closing Date, on which Availability is less than the greater of (i) 10% of the Line Cap and (ii) $14,000,000 and continuing until any later date on which (x) no Specified Event of Default shall be continuing and (y) on any such date occurring on or after the Closing Date, Availability shall have exceeded the threshold set forth in clause (b) above for at least 30 consecutive days, as soon as available, but in any event not later than 30 days after the end of each calendar month of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and cash flows for such month and the portion of the fiscal year through the end of such quartermonth, 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); providedand (d) if any Unrestricted Subsidiary exists, thatconcurrently with each delivery of financial statements under clause (a), electronic delivery by (b) or (c) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clause (a), (b) or (c) above, as applicable) prepared on the basis of consolidating the accounts of the Borrower to the Administrative Agent and the Lenders of its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Borrower’s quarterly report to the SEC on Form 10-Q , together 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)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), (c) or (d) 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 or cause to be furnished to the Administrative Agent and each LenderBank at its address as set forth in Section 11.02 or such other office as may be designated in writing by the Bank: (ia) annually, as soon as available, but in any event within 120 days after the last day of each Fiscal Year, a consolidated balance sheet of the Parent and its Subsidiaries, as at such last day of such Fiscal Year, and consolidated statements of operations, shareholders' equity and cash flow for the Parent and its Subsidiaries for such Fiscal Year, each prepared in accordance with GAAP, in reasonable detail, and audited by KPMG LLP or any other firm of independent certified public accountants of recognized national standing and whose opinion shall not be qualified with respect to scope limitations imposed by the Parent or any Subsidiary, the status of the Parent and its Subsidiaries as a going concern or the accounting principles followed by the Parent or any Subsidiary not in accordance with GAAP; (b) as soon as available, but in any event within 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 balance sheet of the Borrower and its Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by 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 (ii) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three fiscal quarterly periods of each fiscal year of the BorrowerFiscal Year, the unaudited Consolidated a consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as at the end last day of such fiscal quarter and the related unaudited Consolidated consolidated statements of income operations and of cash flows for the Parent and its Subsidiaries for such quarter fiscal quarter, and for the portion of the fiscal year then current Fiscal Year through the end of such fiscal quarter, setting forth prepared in each case accordance with GAAP (except for omission of notes and subject to year-end adjustments); (c) substantially concurrently with the delivery of financial statements pursuant clause (a) above (but in comparative form any event, no later than the figures for time such financial statements are required to be delivered pursuant to clause (a) above), a certificate signed by the previous yearchief financial officer or the chief executive officer of the Parent to the effect that such officer has made due inquiry and that to the best of the knowledge of such officer except as stated therein no Default or Event of Default has occurred hereunder and that such officer has made due inquiry and that to the best of the knowledge of such officer except as stated therein no default has occurred under any other agreement to which the Parent is a party or by which it is bound, certified or by which any of its properties or assets may be affected, which would have a Material Adverse Effect and specifying in reasonable detail the exceptions, if any, to such statements; (d) substantially concurrently with the delivery of financial statements pursuant clauses (a) and (b) above (but in any event, no later than the time such financial statements are required to be delivered pursuant to clauses (a) and (b) above), a statement of a financial officer of the Parent showing the Leverage Ratio and Interest Coverage Ratio by reasonably detailed calculation thereof as of the last day of the fiscal period to which such financial statements relate; (e) substantially concurrently with the delivery of financial statements pursuant clause (b) above (but in any event, no later than the time such financial statements are required to be delivered pursuant to clause (b) above), a certificate signed by a financial officer of the Parent and stating that such officer has made due inquiry and that to the best of his knowledge no Default or Event of Default has occurred and is continuing, or, if a Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof; (f) immediately, but in any event within three (3) Business Days after a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); providedobtains knowledge of the occurrence of any Default or Event of Default, that, electronic delivery by a certificate of a Responsible Officer setting forth the Borrower to the Administrative Agent details thereof and the Lenders of action which the Borrower’s quarterly report Parent is taking or proposes to the SEC on Form 10-Q take with respect thereto; and Any financial statement required to any fiscal quarter within the period specified above be delivered pursuant to this Section 7.10 shall be deemed to be compliance have been delivered on the date on which the Parent posts such financial statement on its website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or a successor website) or when such financial statement is posted on the SEC's website on the Internet at ▇▇▇.▇▇▇.▇▇▇ (or a successor website) and, in each case, such financial statement is readily accessible to the Bank on such date; provided that the Parent shall give notice of any such posting to the Bank; provided, further, that the Parent shall deliver paper copies of any such financial statement to the Bank if the Bank requests the Parent to deliver such paper copies until notice to cease delivering such paper copies is given 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 periodsBank.

Financial Statements. Furnish to the Administrative Agent (and the Administrative Agent shall furnish to each Lender:): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 100 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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 Deloitte & Touche 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 55 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 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 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 The Borrower shall furnish to the Administrative Agent and each Lenderthe Lenders: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated statements income statement, statement of income stockholders’ equity and of operating cash flows for such year, setting forth in each case in comparative form the figures for the previous yearflow statement, reported on without a “going concern” or like qualification or exceptionexception by the Accountants and accompanied by a certificate signed by such Accountants, or qualification arising out at the time of the scope completion of the annual audit, by independent certified public accountants (i) stating that the financial statements fairly present in all material respects the consolidated financial condition of nationally recognized standing; provided, the Borrower as of the date thereof and for the period covered thereby and (ii) that, electronic delivery by the Borrower to the Administrative Agent and the Lenders knowledge of the Borrower’s annual report such Accountants, no Default exists under Section 6.1, to the SEC on Form 10-K with respect extent such Section relates 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); andaccounting matters; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year quarter of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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); providedand (c) as soon as available, that, electronic delivery by but in any event not later than 30 days after the Borrower to end of each of the Administrative Agent and the Lenders first two fiscal months of each fiscal quarter 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 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 this (A) the budgeted results set forth in the budget referred to in Section 8.1(a)(ii5.2(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 ; 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 (a) Deliver to the Administrative Agent and Agent, for prompt further distribution to each Lender: (i) , as soon as available, but in any event within ninety not later than the earlier to occur of (90i) 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 (or, if earlier, on ii) the date of any required public filing thereof) days 100th day after the end of each fiscal year of the BorrowerParent, annual audited financial statements of the Parent and its Subsidiaries, including all notes thereto, which statements shall include, on a consolidated basis, a copy of the audited Consolidated balance sheet as of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated statements a statement of income operations, a statement of changes in equity and a statement of cash flows for such fiscal year, all setting forth in each case in comparative form the corresponding figures for from the previous year, reported on 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 like qualification 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 exceptionprospective breach of any financial covenant contained in any documentation governing Indebtedness or (z) the activities, operations, financial results, assets or qualification arising out 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 scope Parent and its Subsidiaries as of the audit, by independent certified public accountants date thereof and the results of nationally recognized standing; provided, that, electronic delivery by its operations and cash flows for the Borrower period covered thereby in conformity with GAAP consistently applied; (b) Deliver to the Administrative Agent and the Lenders of the Borrower’s annual report Agent, for prompt further distribution 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 (ii) each Lender, as soon as available, but in any event not later than 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 BorrowerParent, the quarterly unaudited Consolidated financial statements of the Parent and its Subsidiaries, which statements shall include (i) a balance sheet as of the Borrower and its Consolidated 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); 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 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): (ia) as soon as available, but in any event within ninety not later than the fifth Business Day after (90i) the 135th day following the end of the Fiscal Year of the Parent Borrower ending January 28, 2018 and (or, if earlier, on ii) the date of any required public filing thereof) days after 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 consolidated balance sheet of the Parent Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 on 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; provided, that, electronic delivery by standing (it being agreed that the Borrower to furnishing of (x) the Administrative Agent and the Lenders of the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report to the SEC 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 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 be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not contain any fiscal year within “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of (i) an upcoming maturity or termination date hereunder or an upcoming “maturity date” under the period specified above shall be deemed to be Term Loan Credit Agreement, Senior Notes or any other Indebtedness Incurred in compliance by the Borrower with this Section 8.1(a)(iAgreement, (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); and), 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); (iib) as soon as available, but in any event not later than forty-five the fifth Business Day following (45I) 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) (ori) the 90th day following the end of the quarterly period ending October 29, if earlier, on 2017 and (ii) the date of any required public filing thereof) days after 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 consolidated balance sheet of the Parent Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided, that, electronic delivery by ) (it being agreed that the Borrower to furnishing of (x) the Administrative Agent and the Lenders of the Parent Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report to the SEC 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), 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 fiscal quarter within 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 period specified above shall be deemed to be compliance material adjustments necessary (as determined by the Borrower with this Section 8.1(a)(ii). All 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 to the Administrative Agent and each LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Parent REIT and its Consolidated 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 as of the end of such year and for the previous year, reported 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 ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Parent REIT and its Consolidated 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 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); 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 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 for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on not later than the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing 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 Lenders 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 to the SEC 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 any fiscal such year within except with respect to the period specified above shall requirement that such financial statements be deemed to be compliance by reported on without a “going concern” or like qualification or exception, or qualification arising out of the Borrower with this Section 8.1(a)(iscope of the audit); and; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided) and (ii) a narrative report and management’s discussion and analysis, that, electronic delivery by the Borrower in form substantially similar to past practice or otherwise reasonably satisfactory to the Administrative Agent Agent, of the financial condition and results of operations for such fiscal quarter and the Lenders 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 to the SEC 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); and (c) to the extent applicable, concurrently with any fiscal quarter within delivery of consolidated financial statements under subsection 6.1(a) or (b), related unaudited condensed consolidating financial statements reflecting the period specified above shall be deemed to be compliance material adjustments necessary (as determined by the Borrower with this Section 8.1(a)(ii). All 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: (ia) as soon as available, but in any event within (i) ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated 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, 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 any “Big Four” accounting firm, or any other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing and reasonably acceptable 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)Agent; and (iib) as soon as available, but in any event not later than within (i) 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 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited Consolidated 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); 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)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 The Borrower will furnish to the Administrative Agent and each LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated an unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter, unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by 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 previous fiscal year within and ending with the period specified above shall be deemed to be compliance by end of such quarter, as such are filed with the Borrower with this Section 8.1(a)(i); andSecurities and Exchange Commission; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at of the end of such quarter fiscal year and the related unaudited Consolidated 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 stating in all reasonable detail the information and calculations necessary to establish compliance with Section 6.01 and (z) stating whether any change in GAAP or in the application thereof that could reasonably be expected to affect in any material respects respect the calculation of the Leverage Ratio has occurred since the date of the audited financial statements most recently theretofore delivered under clause (subject b) above (or, prior to normal year-end audit adjustmentsthe first such delivery, referred to in Section 3.01(a); provided) and, thatif any such change has occurred, electronic delivery by specifying the Borrower effect of such change on the financial statements accompanying such certificate. Any financial statement or other material required to be delivered pursuant to this Section 5.01 shall be deemed to have been furnished to each of the Administrative Agent and the Lenders of on 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 date that such financial statements shall be complete statement or other material is publicly accessible on the Securities 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 periodsExchange Commission’s website at ▇▇▇.▇▇▇.▇▇▇.

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: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of Borrower (commencing with the Borrowerfiscal year ending December 31, 2021), a copy consolidated and consolidating statement of the audited Consolidated balance sheet of the Borrower assets and its Consolidated Subsidiaries 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 on without such 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 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 independent certified public accountants a Responsible Officer of nationally recognized standing; provided, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s annual report effect that such statements are fairly stated in all material respects when considered in relation 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); andconsolidated financial statements of Borrower; (iib) as soon as available, but in any event not later than forty-five within sixty (45) (or, if earlier, on the date of any required public filing thereof60) 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 balance sheet consolidated and consolidating statement of the Borrower assets and its Consolidated 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 when considered in relation to the consolidated financial statements of Borrower; (subject 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 normal year-end audit adjustmentsAdministrative 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, electronic delivery that such forecasts shall be 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 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 Closing Date shall be deemed to be compliance by 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 Borrower 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 this Section 8.1(a)(ii). All each Unencumbered Property, (B) a current rent roll (including agings of rent payments) as of last day of such financial statements shall be complete 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 (which shall furnish such financial statements and each Lender:information to the Lenders): (ia) 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 ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year fiscal year, and the related audited Consolidated 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 on without all (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 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 auditextent any such qualification or exception results from (i) a potential inability to satisfy any indebtedness (including indebtedness hereunder) or other obligations that will be due and payable as a result of a 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 independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower date required to the Administrative Agent and the Lenders of the Borrower’s annual report be delivered to the SEC on Form 10-K with respect to any fiscal year within the period specified above shall (or such date as may be deemed to be compliance extended by the Borrower with this Section 8.1(a)(iSEC); and (ii) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated a consolidated balance sheet of the Borrower and its Consolidated 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 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence of footnotes; (c) within 45 days after the end of each fiscal year of the Borrower’s , 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 report basis for the immediately following fiscal year and in form, scope and detail substantially similar to the SEC 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 Form 10-Q with respect a quarterly basis). Notwithstanding anything herein to the contrary, as to any fiscal quarter within information contained in public filings (such as in annual, regular, periodic or special reports, proxies, registration statements which the period specified 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 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 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 Agent, on behalf of each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the Parent Borrower, a copy of the audited Consolidated consolidated and consolidating balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by ▇▇▇▇ ▇▇▇▇▇ 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; (iib) as soon as available, but in any event not later than within 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 fiscal quarterly periods of each fiscal year of the Parent Borrower, the unaudited Consolidated consolidated and consolidating balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited Consolidated 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); providedand (c) if any Unrestricted Subsidiary exists, thatconcurrently with each delivery of financial statements under clause (a) or (b) above, electronic delivery by financial statements (in substantially the Borrower same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the Administrative Agent and basis of consolidating the Lenders accounts of the Parent Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Parent Borrower’s quarterly report to the SEC on Form 10-Q , together 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)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 to the Administrative Agent and each LenderAgent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Parent REIT and its Consolidated 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 as of the end of such year and for the previous year, reported 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 & Young LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower Parent REIT and its Consolidated 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 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); 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 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 for delivery to each Lender (and each Lender:the Administrative Agent agrees to make and so deliver such copies): (ia) as soon as available, but in any event within ninety not later than the fifth Business Day after (90i) the 135th day following the end of the fiscal year of the Borrower ending January 28, 2018 and (or, if earlier, on ii) the date of any required public filing thereof) days after 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 consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 on 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; provided, that, electronic delivery by standing (it being agreed that the Borrower to the Administrative Agent and the Lenders furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report to the SEC 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 Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including 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, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not contain any fiscal year within “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the period specified above shall be deemed Senior ABL Facility, the Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to be compliance by 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 this Section 8.1(a)(ia 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); and; (iib) as soon as available, but in any event not later than forty-five the fifth Business Day following (45I) 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) (ori) the 90th day following the end of the quarterly period ending October 29, if earlier, on 2017 and (ii) the date of any required public filing thereof) days after 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 consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); provided, that, electronic delivery by ) (it being agreed that the Borrower to the Administrative Agent and the Lenders furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report to the SEC 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), 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 fiscal quarter within 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 period specified above shall be deemed to be compliance material adjustments necessary (as determined by the Borrower with this Section 8.1(a)(ii). All 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 (with sufficient copies for each Lender) or otherwise make available as described in the last sentence of subsection 7.2: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each fiscal year of the BorrowerNew Holdings, a copy of the audited Consolidated consolidated balance sheet of the Borrower New Holdings and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated consolidated statements of income operations, stockholders’ equity 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 exceptionexception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by independent PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing not unacceptable 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); andAgent; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerNew Holdings, the unaudited Consolidated consolidated balance sheet of the Borrower New Holdings and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated consolidated statements of income operations and of cash flows of New Holdings 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 adjustments); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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)(iifootnotes). All such ; (c) 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 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); and (d) simultaneously with the delivery of each set of consolidated financial statements referred to in subsections 7.1(a) and 7.1(b), to the extent there exists any Unrestricted Subsidiaries at such time, the related unaudited (it being understood that such information may be audited at the option of New Holdings) 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 subsection 7.1 may be satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries within the time periods specified in such paragraphs; provided that (i) (w) Parent directly holds all of the Capital Stock of Intermediate Holdings, (x) Intermediate Holdings directly holds all of the Capital Stock of New Holdings, (y) Intermediate Holdings is in compliance with subsection 8.17 and (z) Parent is in compliance with subsection 11.20, (ii) to the extent such financial statements relate to Parent and its consolidated Subsidiaries, such financial statements shall be accompanied by consolidating information that explains in reasonable detail thereinthe differences between the information relating to Parent and any other entity (other than New Holdings and its consolidated Subsidiaries), on the one hand, and the information relating to New Holdings and its consolidated Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer either Parent or of New Holdings as having been fairly presented in all material respects and (iii) consistently throughout to the periods reflected therein extent such financial statements are in lieu of the financial statements required to be provided under subsection 7.1(a), such financial statements shall be accompanied by a report of PricewaterhouseCoopers LLP or other certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent, which report shall not be subject to a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit. New Holdings hereby represents, warrants and covenants that, in the event that the obligations in paragraphs (a) or (b) of this subsection 7.1 are satisfied by furnishing the applicable financial statements of Parent and its consolidated Subsidiaries pursuant to this paragraph, each of the conditions set forth in this paragraph shall have been satisfied. 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 prior periodsthe SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent or New Holdings posts such documents, or provides a link thereto, on Parent’s or New Holdings’ website on the Internet at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or (ii) on which such documents are posted on Parent’s or New Holdings’ 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 Agent 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 Agent 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 to the Administrative Agent (and the Administrative Agent shall furnish to each Lender:): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 120 days after the end of each fiscal year of the BorrowerHoldings, a copy of the audited Consolidated consolidated balance sheet of the Borrower Holdings and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated consolidated statements of income or operations and consolidated statements of stockholders’ equity and cash flows for such 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 exceptionexception (other than with respect to, or resulting from, the regularly scheduled maturity of the Revolving Commitments, the Term Loans or other Indebtedness or any anticipated inability to satisfy any financial covenant set forth in this Agreement on a future date or future period), or qualification arising out of the scope of the audit, by KPMG LLP or other independent certified public accountants of nationally recognized standing; providedstanding (the foregoing, that, electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borroweran “Acceptable Accountant’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)(iReport”); and (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 60 days after the end of each of the first three quarterly periods of each fiscal year of the BorrowerHoldings, the unaudited Consolidated consolidated balance sheet of the Borrower Holdings and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated consolidated statements of income and consolidated statements of stockholders’ equity and 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 Holdings 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 adjustments and the Lenders absence 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)(iifootnotes). 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 consistently applied (throughout the respective periods covered thereby, except as approved otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures. Notwithstanding the foregoing, the obligations in Section 6.1(a) and Section 6.1(b) may be satisfied with respect to financial information of Holdings and each of its Subsidiaries by such accountants furnishing, in each case, by the deadline set forth in the applicable Section, Form 10-K or officerForm 10-Q, as applicable, of Holdings as filed with the case may beSEC, and, in any event, to the extent such information is in lieu of information required to be provided under Section 6.1(a), such financial statements shall be accompanied by an Acceptable Accountant’s Report. Each of Holdings and the Borrowers represents and warrants that it and any of its Subsidiaries either (i) has no registered or publicly traded securities outstanding or (ii) 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 each 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-S▇▇▇▇▇ 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. None of Holdings nor any Borrower will request that any other material be posted to Public-S▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information within the meaning of the federal securities laws (“MNPI”) or (B) (i) each of Holdings, each Borrower and their respective Subsidiaries has no outstanding publicly traded securities, including 144A securities, and disclosed (ii) if at any time any Group Member issues publicly traded securities, including 144A securities, then prior to the issuance of such securities, Holdings, the U.S. Borrower or the Canadian Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the SEC. Notwithstanding anything herein to the contrary, in reasonable detail therein) consistently throughout no event shall Holdings or any Borrower request that the periods reflected therein and Administrative Agent make available to Public-S▇▇▇▇▇ budgets or any certificates, reports or calculations with prior periodsrespect to the compliance of Holdings or the Borrowers with the covenants contained herein.

Financial Statements. Furnish The Borrower shall deliver to the Administrative Agent and (which shall promptly make available to each Lender:): (ia) as soon as available, but in any event within ninety not later than the earlier of (90i) five Business Days after the filing thereof with the SEC and (or, if earlier, on the date of any required public filing thereofii) 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 consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 on without a all 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 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 independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by time such report and opinion are delivered or (B) any potential inability to satisfy the Borrower financial covenant set forth in Section 8.09 on a future date or in a future period and (ii) customary exceptions as to the Administrative Agent and the Lenders scope of the Borrower’s annual report to the SEC on Form 10-K such audit with respect to any fiscal year within entities or assets that are the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(isubject of a Permitted Acquisition); and (iib) as soon as available, but in any event not later than forty-the earlier of (i) five Business Days after the filing thereof with the SEC and (45ii) (or, if earlier, on the date of any required public filing thereof) 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 Consolidated condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at of the end of such fiscal quarter and the related unaudited Consolidated statements 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 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); providedrespects, 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 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 to the Administrative Agent (and each Lender:the Administrative Agent shall promptly following receipt thereof furnish to the Lenders): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of Holdings and its Subsidiaries and whether or not such Form 10-K was filed, of the Borrower and its Consolidated Subsidiaries Subsidiaries, as at the end of such fiscal year and the related audited Consolidated 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 without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young 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 (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of Holdings and its Subsidiaries, and whether or not such Form 10-Q was filed, of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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); 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 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): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 95 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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 without a “"going concern” " or like qualification or exception, or qualification arising out of the scope of the audit, by 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; (iib) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated consolidated balance sheet of the Borrower and its Consolidated 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); providedand (c) as soon as available, that, electronic delivery by but in any event not later than 30 days after the end of each month occurring during each fiscal year of the Borrower to (other than the Administrative Agent 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 Lenders related unaudited consolidated statements of income and of cash flows for such month and the portion of the Borrower’s quarterly report 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 the SEC on Form 10normal year-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)(iiend 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 Deliver to the Administrative Agent Agent, in form and detail satisfactory to the Agent: (a) as soon as available, but in any event within 90 days after the end of each Lender:Fiscal Year of the Parent, a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all 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 scope of such audit (provided that the audited financials for the Fiscal Year of the Parent ended February 1, 2025 may be subject to a “going concern” or like qualification or exception); (b) as soon as available, but in any event within 45 days after the end of each of the Fiscal Quarters of each Fiscal Year of the Parent, (x) a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Quarter, and 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 Quarter, and 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 Quarter 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 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 Quarter in accordance with GAAP, subject only to normal year‑end audit adjustments and the absence of footnotes; and; (i) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 30 days after the end of each fiscal year of the Borrower, a copy Fiscal Months of each Fiscal Year of the audited Parent, (x) a Consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as at the end of such year Fiscal Month, and the related audited 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 yearFiscal 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 year, reported on without a “going concern” or like qualification or exception, or qualification arising out Fiscal Year and (C) the corresponding portion of the scope previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the auditLead Borrower as fairly presenting the financial condition, by independent certified public accountants results of nationally recognized standing; providedoperations, thatShareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, electronic delivery by the Borrower subject only to the Administrative Agent normal year‑end audit adjustments and the Lenders absence 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); andfootnotes. (iic) as soon as available, but in any event not later no more than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 30 days after the end of each Fiscal Year of the first three quarterly periods of each fiscal year Parent, forecasts prepared by management of the Lead Borrower, in form satisfactory to the unaudited Agent, of ABL Availability and the Consolidated balance sheet of the Borrower sheets and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income or operations and of cash flows of the Parent and its Subsidiaries on a monthly basis for such quarter and the portion of immediately following Fiscal Year (including the fiscal year through the end of in which any Maturity Date occurs) and as soon as available, any significant revisions to 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 forecast 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 periodsFiscal 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): (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on not later than the date of any required public filing thereof) days 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 consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such year and the related audited Consolidated 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 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 (it being agreed that the furnishing of 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 be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by so long as the Borrower to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC on included in such Form 10-K with respect 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 fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i); and Indebtedness, or (ii) as soon as availableany potential or actual inability to satisfy any financial maintenance covenant (it being understood, but in for the avoidance of doubt, that any event “emphasis of matter” or explanatory paragraph shall not constitute a breach of this Section 7.1(a)); (b) not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) days 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 consolidated balance sheet of the Parent Borrower and its Consolidated consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated 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 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 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 to the SEC 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 any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(iisuch quarter). All ; (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 complete and correct certified by a Responsible Officer of the Parent Borrower in the relevant Compliance Certificate to) fairly present in all material respects the financial condition of the Parent Borrower and its Subsidiaries in conformity with GAAP and to be (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 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 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:): (ia) as As soon as available, available but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) 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 balance sheet Balance Sheets of the Borrower and its Consolidated Subsidiaries as at the end of such year and fiscal year, together with the related audited Consolidated statements 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 without a “going concern” or like qualification or exception, or qualification arising out Cash Flows of the scope Borrower and its Subsidiaries as of and through the audit, by independent certified public accountants end of nationally recognized standing; provided, that, electronic delivery by the Borrower such fiscal year. The statements referred to the Administrative Agent in clause (i) 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 (ii) above shall be deemed to be compliance audited 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 the Borrower accounting records and such other auditing procedures as were considered necessary in the circumstances, and (y) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with this Section 8.1(a)(i); andGAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. (iib) as As soon as available, available but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 financial statements required to be attached thereto, and (ii) a copy of the Consolidated balance sheet Balance Sheets of the Borrower and its Consolidated 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 as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that, electronic delivery by of the Borrower (or such other officer acceptable 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)(iiAgent). All such financial statements shall be , as being 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 to the Administrative Agent and for distribution to each Lender: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) no later than 90 days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal year and the related audited Consolidated 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 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 Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower standing and reasonably acceptable 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); andAgent; (iib) as soon as available, but in any event not no later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 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 consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited Consolidated 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); 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)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 Deliver to the Administrative Agent Bank in form and each Lenderdetail satisfactory to the Bank: (ia) as soon as available, but in any event within ninety not later than sixty (90) (or, if earlier, on the date of any required public filing thereof60) days after the end of each fiscal year calendar quarter and for that portion of the Borrowercalendar year ending with such quarter, a copy statement of assets and liabilities (including, without limitation, contingent liabilities) of the audited Consolidated balance sheet Borrowers as of the Borrower and its Consolidated Subsidiaries as at the end close of such year 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 related audited Consolidated statements of income other Borrower individually and of cash flows for such year, setting forth which assets are owned jointly by the Borrowers. Such assets shall be valued on a basis consistent with that used in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out preparation of the scope September 30, 1995 statement of the auditassets and liabilities, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower except as explained in any notes 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)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, but available and in any event not later more than forty-five (45) (or, if earlier, on the date of any required public filing thereof) 90 days after the end of each calendar year, (i) a statement of personal cash flow of the first three quarterly periods of each fiscal Borrowers for the year then ended and projected cash flow of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Consolidated 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 Borrowers for the previous following year, certified by a Responsible Officer the Borrowers to the best of their knowledge as being fairly stated true and complete in all material respects respects, and (subject to normal year-end audit adjustments); providedii) a balance sheet of DWG, that, electronic delivery by showing the Borrower to the Administrative Agent and the Lenders financial condition of DWG as 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 close of such financial statements shall be complete year and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied sound accounting principles consistently applied, all certified by its partners as fairly presenting the financial condition of DWG; and (except as approved by d) promptly upon request, such accountants other information concerning the operations, condition (financial or officerotherwise), business, assets or prospects of any 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 Borrowers will furnish to the Administrative Agent and each Lenderor cause to be furnished to Administrative Agent: (ia) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the BorrowerCHI, a copy of the audited Consolidated balance sheet consolidated financial statements of the Borrower and its Consolidated 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 case, together with any accompanying information delivered to such Person’s shareholders, and in comparative the form the figures for the previous yeardelivered to such Person’s shareholders), all reported on by independent public accountants of 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 the such audit, by independent certified public accountants of nationally recognized standing; provided, that, electronic delivery by the Borrower ) to the Administrative Agent effect that such consolidated financial statements present fairly in all material respects the financial condition and the Lenders results of the Borrower’s annual report operations of CHI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by 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 reporting requirements 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); andSEC; (iib) as soon as available, but in any event not later than within 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 fiscal quarters of each any fiscal year of the BorrowerCHI, the CHI’s unaudited Consolidated balance sheet of the Borrower and its Consolidated 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); provided, that, electronic delivery by the Borrower to the Administrative Agent adjustments and the Lenders absence 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 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.