Common use of Other Information Clause in Contracts

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. PromptlySuch other information respecting the business, from time to timecondition (financial or otherwise), and upon the reasonable written request operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Agent, or any Lender Party through the Administrative Agent, such other may from time to time reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(aSections 5.03(b) through Section 5.01(eor (c) or 5.03(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (A) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (B) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to provide paper the Administrative Agent by electronic mail electronic versions of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the foregoing documents required under this Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent or any Lender through the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, that neither Holdings nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Person Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirements of Law, (c) that is subject to be acquired); provided that nothing attorney-client or similar privilege or constitutes attorney work product or (d) in this Section 5.01(e) shall require respect of which the Holdings or any Group Member Restricted Subsidiary owes confidentiality obligations to take any action that would violate any third party customary confidentiality agreement (other than any provided, that such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(k)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Representative (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrowers (or their applicable subsidiary) on the Internet at the website address listed on Schedule 9.01; provided, that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Representative shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrowers (or their applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower Representative to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower Representative on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(k) in respect of information filed by the applicable Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Each Lender Notwithstanding the foregoing, the obligations in Sections 5.01(a), (b) and (h) may instead be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings or (B) the Holding’s (or any other Parent Company’s), as applicable, 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; provided, that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements or Form 10-K or Form 10-Q, as applicable, shall either (x) certify that such Parent Company (or such other parent company) is not engaged in any material business operations and that there are no material differences between the information relating to such Parent Company (or such other parent company), on the one hand, and the information relating to Holdings and its consolidated subsidiaries, on the other hand or (y) 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 and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be solely responsible for timely accessing posted documents or requesting delivery certified by a Responsible Officer of paper copies Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of the foregoing documents statements required to be provided under this Section 5.01 shall fall on a day that is not a Business Day5.01(b), such deliverable statements shall be due on accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the next succeeding Business Dayapplicable requirements set forth in Section 5.01(b) as if the references to “Holdings” therein were references to such Parent Company.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActBorrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(k)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the date Administrative Agent), (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, the Borrower shall thereafter promptly be required ) or (iv) with respect to provide paper copies of any documents item required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(j) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible 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 5.01(b), such deliverable financial statements of Holdings (or the other relevant Parent Company) shall be due accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the next succeeding Business Dayconsolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. Promptly(i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(aSections 9.1(a), 9.1(b) through Section 5.01(eand 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are sent via e-transmitted by electronic mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable Agent; provided that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly 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 (B) 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 any documents the certificates required by Section 9.1(d) to be delivered pursuant to Section 5.01the Administrative Agent. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, from time to timeEach Loan Party shall, and upon the reasonable written request of the Administrative Agentshall cause its Subsidiaries to, promptly deliver such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, financial or corporate affairs of any Group Member member of the Consolidated Group, or the compliance with the terms of the Loan Documents, as the Administrative Agent or any Loan Document) or waive any attorney-client or similar privilegeLender may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(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 at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and 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: (A) the Borrower or the date on which the Borrower has posted applicable Loan Party shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the applicable Loan Party 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 electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by any Loan Party or Subsidiary thereof 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 to it or maintaining its copies of such documents. If Each Loan Party hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (xw) information required under the Patriot Act, (x) an updated Beneficial Ownership Certification, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs condition or business of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeHoldings and its Restricted Subsidiaries. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify the Administrative Agent in writing of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to Holdings on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible Officer of Holdings 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 5.01(b), such deliverable statements shall be due on accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the next succeeding Business Dayapplicable requirements set forth in Section 5.01(b).

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries, provided, however, that none of Holdings, any Permitted Acquisition and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, any Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Person to be acquired); provided that nothing in this Section 5.01(eAdministrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, Such other information as the Administrative Agent or any Lender shall reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a7.2(c) through Section 5.01(e) hereunder or that are otherwise required to be filed with the SEC and are subject to electronic filing with the SEC may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address specified pursuant to Section 11.2; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to provide paper the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery of any Administrative Agent and/or BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the foregoing documents required under this Section 5.01 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 may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall fall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and BAS shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. Promptly, from From time to time, and upon (x) such other information or documents (financial or otherwise) with respect to Holdings or any of the reasonable written request of Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent, such other ) may reasonably requested information of the Group Members regarding the operations, business affairs request and financial condition (including (x) information required under the Patriot Act, (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Holdings nor any of the Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Holdings or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement the Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Holdings shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’, the Borrower’s or a Parent Company’s website on the Internet; or (ii) on which such documents are sent via eposted on Holdings’ or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and or the Administrative Agent have access (whether a commercial, third-mail party website or whether sponsored by the Administrative Agent); provided that (x) Holdings shall deliver paper copies of such documents to the Administrative Agent for posting on distribution to the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf requesting Lender upon reasonable request to Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and to which each Lender and (y) Holdings shall notify the Administrative Agent have access (by facsimile or electronic mail) of the date on which the Borrower has posted posting of any such documents on its own website and provide to which each Lender and the Administrative Agent have access and notified by electronic mail electronic versions (i.e., soft copies) of such documents, which the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request shall provide to each of the Lenders. The Administrative Agent, Agent shall have no obligation to request the Borrower shall thereafter promptly be required delivery of or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Holdings with any such request by a Lender 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 to it or maintaining its copies of such documents. If Holdings represents and warrants that it, or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the delivery SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Holdings hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Holdings will not request that any other material be posted to Public-Xxxxxx 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 foregoing documents required under this Section 5.01 federal securities laws or that Holdings has no outstanding publicly traded securities, including 144A securities (it being understood that Holdings shall fall on a day have no obligation to request that is not a Business Dayany material be posted to Public-Xxxxxx). Notwithstanding anything herein to the contrary, such deliverable in no event shall be due on Holdings request that the next succeeding Business DayAdministrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to Holdings’ compliance with the covenants contained herein.

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers and their Restricted Subsidiaries, including information and documentation reasonably requested by Agent or any Permitted Acquisition and Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, CP Holdings LLC, the Person Borrowers or any of their subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (iii) that nothing is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in this Section 5.01(e) shall require respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers or any Group Member Restricted Subsidiary owes confidentiality obligations to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this AgreementSection 5.1(m)); provided, further to the extent any certificates, reports or other information are withheld or otherwise not provided in reliance on any of the foregoing clauses (i) through (iv), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision of such information. Holdings hereby acknowledges that (a) Agent and/or Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of Holdings hereunder (collectively, “Holdings Materials”) by posting the Holdings Materials on IntraLinks, SyndTrak or a substantially similar secure electronic system (the “Platform”) and (b) Public Lenders may have personnel who do not wish to receive MNPI with any Person that is not an Affiliate (andrespect to the Holdings and its Restricted Subsidiaries, in all events, so long as such confidentiality agreement does not relate to information regarding or the financial affairs respective securities of any Group Member or of the compliance foregoing, and who may be engaged in investment and other market-related activities with respect to any such Persons’ securities. Holdings hereby agrees that it will use commercially reasonable efforts to identify that portion of the terms Holdings Materials that may be distributed to the Public Lenders and that (w) all such Holdings Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Holdings Materials “PUBLIC,” Holdings shall be deemed to have authorized Agent, Lead Arranger, the Issuing Banks and the Lenders to treat such Holdings Materials as not containing any MNPI (although it may be sensitive and proprietary) (provided, however, that to the extent such Holdings Materials constitute Information, they shall be treated as set forth in Section 17.9); (y) all Holdings Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Agent and Lead Arranger shall treat any Holdings Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Holdings shall not be under any obligation to xxxx any Holdings Materials “PUBLIC.” Holdings agrees that (i) any Loan DocumentDocuments, (ii) or waive any attorney-client or similar privilege. Documents financial statements delivered pursuant to Section 5.1 and (iii) any Compliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.01(a5.1(h) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and extent attached to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be Compliance Certificate) delivered pursuant to Section 5.01. Each Lender shall 5.1(c) will, in each case, be solely responsible for timely accessing posted documents or requesting deemed to be “public-side” Holdings Materials and may be made available to Lenders; provided, however, that to the extent Holdings believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and Holdings so advises Agent in writing at the time of delivery of paper copies such Compliance Certificate, such Compliance Certificate shall not be deemed to be “public-side” Holdings Materials, but Holdings shall promptly provide Agent with a version of such documents from Compliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Holdings Materials. Notwithstanding the Administrative Agent foregoing, the obligations in clauses (a), (b) and maintaining its copies (d) of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day5.1 may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing Holdings’ Form 10-K or 10-Q, such deliverable shall be due on as applicable, filed with the next succeeding Business DaySecurities Exchange Commission.

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeLender may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 11.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such postingLender. Notwithstanding anything contained hereinExcept for such Officer’s Compliance Certificates, at the reasonable written Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Administrative Agentdocuments referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower shall thereafter promptly be required to provide paper copies of with any documents required to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery of any Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the foregoing documents required under this Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, such other reasonably requested neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Lead Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which the Administrative Agent); provided that (x) Lead Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Lead Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrowers hereby acknowledge that (a) the delivery Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers 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 Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 5.01 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that is it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, 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, the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrowers will not a Business Dayrequest that any other material be posted to Public-Xxxxxx 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 or that the Borrowers have no outstanding publicly traded securities, such deliverable including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be due on posted to Public-Xxxxxx). Notwithstanding anything herein to the next succeeding Business Daycontrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrowers’ compliance with the covenants contained herein.

Other Information. Promptly(i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K) and registration statements which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(aSections 9.1(a), 9.1(b) through Section 5.01(eand 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are sent via e-transmitted by electronic mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable Agent; provided that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly 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 (B) 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 any documents the certificates required by Section 9.1(d) to be delivered pursuant to Section 5.01the Administrative Agent. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, In each case as the Administrative Agent or any Lender may from time to timetime reasonably request, (i) the Borrower shall, and upon the reasonable written request of the Administrative Agentshall cause its Subsidiaries to, promptly deliver such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, financial or corporate affairs of any Group Member member of the Consolidated Group, or the compliance with the terms of the Loan Documents by the Borrower, and each Loan Party other than the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any Loan Document) Party, or waive compliance with the terms of the Loan Documents by any attorney-client or similar privilegeparty thereto. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(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 at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and 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: (A) the Borrower or the date on which the Borrower has posted applicable Loan Party shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the applicable Loan Party 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 electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by any Loan Party or Subsidiary thereof 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 to it or maintaining its copies of such documents. If Each Loan Party hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActBorrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower, Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 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. If Notwithstanding the delivery foregoing, the obligations in paragraphs (a) and (b) of any of the foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) the Borrower’s, Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company and there are material differences resulting from material operations or material Indebtedness of such Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly(i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(aSections 9.1(a), 9.1(b) through Section 5.01(eand 9.1(f)(i) 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 Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or any Affiliate’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are sent via e-transmitted by electronic mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable Agent; provided that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly be required to provide 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 (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents required and provide to be delivered pursuant to Section 5.01the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.9.2

Other Information. Promptly, As promptly as reasonably practicable from time to time, and upon the reasonable written request of time following the Administrative Agent’s request therefor, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Actof Aleris or any of its Subsidiaries, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Credit Document, as the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.01 may be satisfied with respect to financial information of Aleris and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or waive (B) Aleris’ or Holdings’ (or any attorneydirect or indirect parent thereof), as applicable, Form 10-client K or similar privilege10Q, as applicable, filed with the Securities and Exchange Commission; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Aleris and its 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 clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national 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. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Aleris posts such documents, or provides a link thereto on Aleris’ website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) upon written request by the Borrower has posted Administrative Agent, Aleris shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and notified (ii) Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such postingdocuments and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower in every instance Aleris shall thereafter promptly be required to provide paper copies of any documents the compliance certificates required by clause (d) of this Section 9.01, to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business DayAgent.

Other Information. Promptly, Such other reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActBorrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(k) above in respect of information filed by the Borrower or its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may instead be solely responsible for timely accessing posted documents satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Specified Parent Company or requesting delivery of paper copies (B) any Specified 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 documents from filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and maintaining its copies (B), (i) to the extent (1) such financial statements relate to any Specified Parent Company and (2) either (I) such Specified Parent Company (or any other Specified Parent Company that is a subsidiary of such documents. If Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the delivery of Borrower in good faith and other than any operations that are attributable solely to such Specified Parent Company’s ownership of the foregoing documents required under this Section 5.01 Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Specified Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall fall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Specified Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 5.01(b), 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 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of the Borrower or any Group Member of its Subsidiaries as the Administrative Agent or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeRequired Lenders may reasonably request. Documents required to be delivered pursuant to Section 5.01(a6.1(a), (b) through Section 5.01(eor (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted such documents on its own website shall deliver paper copies of all officer’s certificates delivered pursuant to which each Lender and Section 6.1(c) to the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required to provide paper copies notify the Administrative Agent (by telecopier, electronic mail or automatic electronic notification via the Borrower’s website) of the posting of any documents required to be delivered pursuant to Section 5.016.1(a), (b) or (d). Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the officer's certificate required by Section 6.1(c) to the Administrative Agent. Except for such officer's certificates required by Section 6.1(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a "Public Lender"). The Borrower hereby agrees that, so long as it is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be made available by means of the foregoing documents required under this Section 5.01 Platform and shall fall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements set forth herein and in the other Credit Documents; (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a day that is portion of the Platform not a Business Daydesignated "Public Investor". Notwithstanding the foregoing, such deliverable the Borrower shall be due on the next succeeding Business Dayunder no obligation to xxxx any Borrower Materials "Public".

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of any Group Member Consolidated Party as the Agent or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeRequired Lenders may reasonably request. Documents required to be delivered pursuant to Section 5.01(aSections 7.1(a), (b) through Section 5.01(eor (e) (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 sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Agent); provided that the Borrower has posted shall deliver paper copies of such documents on its own website to which each the Agent or any Lender and that requests the Administrative Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent have access and notified the Administrative Agent of or such postingLender. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the compliance certificates required by Section 7.1(c) to the Agent. Except for such compliance certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Agent and/or BAS will make available to the Lenders and the Issuing Lender 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 may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, BAS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the foregoing documents required under this Section 5.01 Platform designated as “Public Investor;” and (z) the Agent and BAS shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Daymarked as “Public Investor.” Notwithstanding the foregoing, such deliverable the Borrower shall be due under no obligation to xxxx any Borrower Materials “PUBLIC” and as such, all Borrower Materials delivered to the Agent or BAS that are not marked “PUBLIC” shall be treated as being suitable only for posting on a portion of the next succeeding Business DayPlatform not marked as “Public Investor.”

Other Information. Promptly, Such additional information (i) regarding the business operations of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary as the Administrative Agent may from time to time, and upon the reasonable written request time on its own behalf or on behalf of the Administrative Agent, such other Required Lenders reasonably request and (ii) as may be reasonably requested information by the Administrative Agent or any Lender through the Administrative Agent for purposes of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the terms of any Loan Document) or waive any attorney-client or similar privilegeUSA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 5.01(a) through 6.01 or Section 5.01(e) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency Xxxxxxx Datasite One, Syndtrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and whether sponsored by the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable Agent); provided that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly be required to provide 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 (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents required and provide to be delivered pursuant to Section 5.01the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Xxxxxxx Datasite One, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing documents required under this Section 5.01 shall fall on a day foregoing, that is not a Business DayPublic-Side Information, and who may be engaged in investment and other market-related activities with respect to such deliverable Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be due clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the next succeeding Business Dayfirst page thereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as containing only Public- Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent and/or the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.” For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, legal, financial or corporate affairs of any Group Member Loan Party or the any Material Subsidiary that is a Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Loan Document) or waive any attorney-client or similar privilegeLender reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through 6.01 or this Section 5.01(e) 6.02 may be delivered electronically and if so delivered, shall will be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and whether sponsored by the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained hereinAgent); provided, at the reasonable that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly be required to provide will 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 (B) the Borrower will notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents required and provide to be delivered pursuant to Section 5.01the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall will 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. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent, the Joint Bookrunners or the Lead Arrangers will make available to the Lenders materials 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 may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing documents required under this Section 5.01 shall fall on a day foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a Business Dayminimum, such deliverable shall be due will mean that the word “PUBLIC” will appear prominently on the next succeeding Business Dayfirst page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower will be deemed to have authorized the Administrative Agent, the Joint Bookrunners, the Lead Arrangers and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, the Joint Bookrunners and the Lead Arrangers will be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.” Nothing in this Agreement or in any other Loan Document requires the Borrower to disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements on the Borrower or one of its Subsidiaries not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv).

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs condition or business of any Group Member or Holdings, the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeBorrowers and their Restricted Subsidiaries. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or any Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of Holdings on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrowers shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of Holdings (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by any Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrowers on IntraLinks/IntraAgency Intralinks, SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdings 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 5.01(b), 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 5.01(b). Each Lender Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Holdings and/or the Borrowers 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 Holdings, the Borrowers or their respective subsidiaries, 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. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be solely responsible 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,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings, each Borrower or their respective securities for timely accessing posted documents or requesting delivery purposes of paper copies U.S. Federal, state and foreign securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies of such documents. If the delivery of Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing documents required under this Section 5.01 shall fall on a day that is Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information”.

Other Information. Promptly, from From time to time, and upon time such other information concerning the reasonable written request of Borrower or any Subsidiary as the Administrative Agent, such other Agent or any Lender may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a6.1(a), (b) through Section 5.01(eor (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.2; or (ii) such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (A) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (B) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders and the Fronting Bank 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 any of the Borrower or its Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Fronting Bank and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. Promptly, As promptly as reasonably practicable from time to time, and upon the reasonable written request of time following the Administrative Agent’s request therefor, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Actof Aleris or any of its Subsidiaries, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Credit Document, as the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.01 may be satisfied with respect to financial information of Aleris and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or waive (B) Aleris’ or Holdings’ (or any attorneydirect or indirect parent thereof), as applicable, Form 10-client K or similar privilege10Q, as applicable, filed with the Securities and Exchange Commission; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Aleris and its 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 clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national 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. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Aleris posts such documents, or provides a link thereto on Aleris’ website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) upon written request by the Borrower has posted Administrative Agent, Aleris shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and notified (ii) Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such postingdocuments and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower in every instance Aleris shall thereafter promptly be required to provide paper copies of any documents the compliance certificates required by clause (d) of this Section 9.01, to the Administrative Agent. The financial statements required to be delivered pursuant to Section 5.01. Each Lender 9.01(b) with respect to the first Fiscal Quarter after the Closing Date shall not be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from required to contain all accounting adjustments relating to the Administrative Agent and maintaining its copies of such documents. If Transaction to the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statements.

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, financial or corporate affairs of any Group Member member of the Consolidated Group, or the compliance with the terms of the Loan Documents, as the Administrative Agent or any Loan Document) or waive any attorney-client or similar privilegeLender may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(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 at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the date on which Administrative Agent); provided that: (A) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (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 electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic 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 documents required under this 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 such “public side” Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, such other reasonably requested neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Lead Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which the Administrative Agent); provided that (x) Lead Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Lead Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrowers hereby acknowledge that (a) the delivery Administrative Agent and/or the Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger 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 Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 5.01 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that is it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, 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, the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrowers will not a Business Dayrequest that any other material be posted to Public-Xxxxxx 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 or that the Borrowers have no outstanding publicly traded securities, such deliverable including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be due on posted to Public-Xxxxxx). Notwithstanding anything herein to the next succeeding Business Daycontrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrowers’ compliance with the covenants contained herein.

Other Information. PromptlyWith reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b), (c), (f), (g) through Section 5.01(e(to the extent any such documents are included in materials otherwise filed with the SEC) and (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (including, without limitation, the SEC’s “XXXXX” filing system website) (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to which each Lender and shall notify the Administrative Agent have access and notified (by telecopier or electronic mail) of the posting of any such documents and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained hereinEach Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders, the Fronting Banks, and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their 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 Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the reasonable written request of word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Banks, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall thereafter promptly be required to provide paper copies of any documents required treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery made available through a portion of paper copies of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies of such documents. If the delivery of Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing documents required under this Section 5.01 shall fall on a day that is Platform not a Business Daydesignated “Public Side Information.” For the avoidance of doubt, such deliverable no Borrower shall be due on the next succeeding Business Dayrequired to mark any documents “PUBLIC.”

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) Act or updates to the extent available to information required under the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquiredBeneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or disclose any attorney work product or any item that constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect parent of the Borrower (provided that, to the extent such information is provided with respect to a direct or indirect parent of the Borrower other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect parent of the Borrower, filed with the SEC, or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender (other than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender (other than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, (i) such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted Subsidiary thereof as the Administrative Agent or any Lender through the Administrative Agent may from time to time, and upon the reasonable written request of the Administrative Agent, such other time reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) request. Notwithstanding anything to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing contrary in this Section 5.01(e6.02, none of the Borrower Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) shall require that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Group Member to take Lender (or their respective representatives or contractors) is prohibited by Law or any action that would violate any third party customary confidentiality binding agreement or (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-attorney client or similar privilegeprivilege or constitutes attorney work product. Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b), or (c) through or Section 5.01(e6.02(b) or (c) (or 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 on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) behalf on IntraLinks/IntraAgency the Platform or another relevant internet or intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to shall notify (which each Lender and the Administrative Agent have access and notified may be by facsimile or electronic mail) the Administrative Agent of the posting of any such posting. Notwithstanding anything contained hereindocuments described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (i.e., at soft copies) of such documents to the reasonable written request of extent requested by the Administrative Agent. The Administrative Agent shall have no responsibility to monitor compliance by the Borrower, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. Each and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and maintaining the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who wish only to receive information that (i) is publicly available, (ii) is not material with respect to the Borrower Parties or their respective securities for purposes of applicable foreign, United States federal and state securities laws with respect to the Borrower or its copies of such documents. If Subsidiaries, or the delivery respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Borrower in good faith) (such information, “Public Side Information”). 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 the Borrower Materials shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC SIDE” or “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat the Borrower Materials as only containing Public Side Information (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 10.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” shall fall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable for posting on a day that is not a Business Dayportion of the Platform designated “Public Side Information”. Notwithstanding anything herein to the contrary, such deliverable financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(a) shall be due deemed to be suitable for posting on a portion of the next succeeding Business DayPlatform designated “Public Side Information”.

Other Information. Promptly, Such other material data and information as from time to time, and upon time may be reasonably requested by the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeby the Required Lenders. Documents required to be delivered pursuant to Section 5.01(a7.01(a), Section 7.01(b) through or Section 5.01(e7.01(d) (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 Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 11.02, or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to which each Lender and shall notify the Administrative Agent have access (by facsimile or electronic mail) of the posting of any such documents and notified provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained hereinExcept for such Compliance Certificates, at the reasonable written Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Administrative Agentdocuments referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower shall thereafter promptly be required to provide paper copies of with any documents required to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks 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 documents required foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as Parent, the Borrower or any of its Subsidiaries is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) only by marking Borrower Materials “PUBLIC” (or by expressly authorizing their posting as such in writing), will the Borrower be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers 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 Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”, and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding anything to the contrary in this Section 5.01 shall fall 7.01, (a) neither Parent, the Borrower nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrower or any of its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision); or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(l) only, creates an unreasonably excessive expense or burden on a day Parent, the Borrower or any of its Subsidiaries to produce or otherwise disclose, and (b) (i) in the event that is not a Business Daythe Borrower delivers (or posts) to the Administrative Agent an Annual Report for Parent on Form 10-K for any Fiscal Year, as filed with the SEC, within 120 days after the end of such Fiscal Year, such deliverable Form 10-K shall be due satisfy all requirements of paragraph (b) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Borrower delivers (or posts) to the Administrative Agent a Quarterly Report for Parent on Form 10-Q for any Fiscal Quarter, as filed with the next succeeding Business DaySEC, within 75 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Quarter to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (b) or (a) of this Section 7.01, as the case may be.

Other Information. PromptlyPromptly after the filing or delivery thereof, from time copies of all financial statements, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents), proxy statements and reports, if any, which the Borrower or any of its Restricted Subsidiaries shall publicly file with the SEC or deliver generally to timeholders (or any trustee, and upon the reasonable written request agent or other representative thereof) of any Qualified Equity Interests or any Indebtedness in excess of the Administrative AgentThreshold Amount (in each case, to the extent not otherwise provided hereunder). Promptly following reasonable request, such other reasonably requested information of the Group Members or documents (financial or otherwise) regarding the operations, business affairs and financial condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (including through the Administrative Agent) may reasonably request. Notwithstanding anything to the contrary contained in this Section 9.01, neither the Borrower nor any of its Restricted Subsidiaries shall be required to deliver to the Administrative Agent or any Lender, or otherwise disclose or permit the inspection or discussion of, any information (xi) information required under the Patriot Actsubject to confidentiality agreements or attorney/client work privilege or which constitutes attorney work-product, (yii) that constitutes non-financial trade secrets or non-financial proprietary information or (iii) in respect of which disclosure to the extent available to Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law. Notwithstanding the Borrowerforegoing, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated the obligations in paragraphs (a) and (zb) of this Section 9.01 shall be satisfied with respect to financial information or other information of the extent available to Borrower and the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Person Borrower or (B) the Borrower’s Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided, that with respect to clauses (A) and (B), to the extent such information is in lieu of information required to be acquiredprovided under Section 9.01(b); provided that nothing in this Section 5.01(e) , such materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent, which report and opinion shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance otherwise comply with the terms of any Loan Document) or waive any attorney-client or similar privilegerequirements related thereto in Section 9.01(b). Documents and financial information required to be delivered pursuant to Section 5.01(aSections 9.01(a) through Section 5.01(eor (b) (to the extent such financial information is included in materials filed with the SEC or posted on the relevant website, as the case may be delivered electronically and if so delivered, be) shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the Borrower’s website address at xxx.xxxxxx.xxx (or a successor internet address as provided by the Borrower in accordance with Section 13.03), (ii) on which such information has been posted on the Borrower’s behalf on IntraLinks/IntraAgency IntraLinks (or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent)) or (iii) is available via the XXXXX system of the SEC on which the Internet; provided that, in each case, the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified shall promptly notify the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies posting of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Dayinformation.

Other Information. Promptly, Such customary additional information (financial or otherwise) that is readily available to the Borrower as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information time regarding the financial affairs condition or business of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeBorrower and its Restricted Subsidiaries. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest to occur of the date (i) on which the Borrower (or a representative thereof) (A) posts such documents or (B) provides a link thereto, in each case, at the website address listed on Schedule 5.01 (which Schedule 5.01 may be updated from time to time), (ii)(A) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent) or (B) on which the Borrower has posted such relevant documents on its own website are electronically mailed or otherwise transmitted to which each Lender and the Administrative Agent have access and notified in a manner to which the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request may reasonably agree or (iii) in respect of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(a), (b) and/or (i), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Each Lender shall Notwithstanding the foregoing, the obligations in Section 5.01(a) and (b) may instead be solely responsible for timely accessing posted documents satisfied with respect to any relevant information of the Borrower by furnishing (i) the applicable financial statements or requesting delivery other information required by such clauses of paper copies the Borrower (or any Parent Company) or (ii) in the case of Sections 5.01(a) and (b), the Borrower’s (or any Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each 131 case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documents from filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (i) and maintaining its copies (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such documents. If Parent Company) has any material third party Indebtedness and/or material operations (as determined by the delivery of Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the foregoing documents required under this Section 5.01 Borrower and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall fall 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 the Borrower and its consolidated subsidiaries on a day that consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the financial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustment in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentParent and its Restricted Subsidiaries or compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws; provided, such other reasonably requested however, that neither the Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActParent or any of its subsidiaries or any of their respective customers and/or suppliers, (yii) in respect of which disclosure to the extent available to the BorrowerAdministrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (ziii) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(l)); provided, further, that in the event the Parent does not provide any certificate, report or information requested pursuant to this Section 5.01(l) in reliance on the preceding proviso, the Parent shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Parent shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (v) on which the Parent (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 10.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Parent shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or a link thereto on such website and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (vi) on which such documents are sent via e-mail delivered by the Parent to the Administrative Agent for posting on behalf of the Borrower’s behalf Parent on IntraLinks/IntraAgency , SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (vii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (viii) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(j) above in respect of information filed by the Parent or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of its Restricted Subsidiaries with any securities exchange or with the foregoing documents required under SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent (including with respect to delivery of a Narrative Report) by furnishing 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. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall fall on a day that be required to include acquisition accounting adjustments relating to any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly(A) Solely after the occurrence of a Qualified IPO, from time promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to time, and upon the reasonable written request any or all of the Administrative Agent, such other reasonably requested information functions of the Group Members regarding the operationsSEC, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of national securities exchange, as the Person to be acquired); provided that nothing case may be, in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person each case that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents otherwise required to be delivered to the Administrative Agent pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, hereto; provided that such information shall be deemed to have been delivered on the date on which such documents are sent via einformation has been posted on the Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx and (B) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-mail money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation (which information and documentation shall be delivered directly to the requesting Persons and no other Persons). Notwithstanding the foregoing, the information required to be delivered pursuant to Section 5.1(a) or (b) shall be (x) deemed to have been delivered on the date (A) on which such information has been posted on the Internet at xxx.xxx.xxx or such other website previously notified by the Borrower to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent) or (B) on which the Borrower has posted such documents Relevant Public Company files its Form 10-K or 10-Q, as applicable, with the SEC and (y) to the extent relating to a Relevant Public Company that is a parent entity, accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Relevant Public Company, on its own website to which each Lender the one hand, and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, information relating to the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall Subsidiaries on a day that is not a Business Daystand-alone basis, such deliverable shall be due on the next succeeding Business Dayother hand.

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, such other reasonably requested neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Lead Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which the Administrative Agent); provided that (x) Lead Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Lead Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrowers hereby acknowledge that (a) the delivery Administrative Agent and/or the Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger 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 Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 5.01 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that is it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, 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, the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, along with the Credit Documents and the list of Disqualified Xxxxxxx, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrowers will not a Business Dayrequest that any other material be posted to Public-Xxxxxx 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 or that the Borrowers have no outstanding publicly traded securities, such deliverable including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be due on posted to Public-Xxxxxx). Notwithstanding anything herein to the next succeeding Business Daycontrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrowers’ compliance with the covenants contained herein.

Other Information. Promptly, from time to time, and upon the reasonable written Promptly after any request of the Administrative Agenttherefor, such other reasonably requested information of the Group Members regarding the business, operations, business affairs assets, liabilities (including contingent liabilities) and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (andSubsidiary, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Credit Document, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may reasonably request, provided that neither the Borrower nor any Restricted Subsidiary will be required to deliver any information in respect of which disclosure to the Administrative Agent, the Collateral Agent or waive any Lender (i) is prohibited by applicable law or any obligations of confidentiality binding upon the Borrower or any Subsidiary or (ii) would result in a waiver of any attorney-client privilege or similar privilegeattorney work product protection inuring to the Borrower or a Subsidiary, provided that the Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (i) above, the Borrower and the Subsidiaries shall use commercially reasonable efforts to communicate or permit the delivery, to the extent permitted, of the applicable information in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. Documents The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered pursuant to Section 5.01(a5.1(a), 5.1(b) through Section 5.01(eor 5.1(k) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which if such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency information, or another relevant websiteone or more annual or quarterly reports containing such information, if any, established on its behalf shall have been posted by the Administrative Agent and to which on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx or on the website of the Borrower (provided, in each Lender and the Administrative Agent have access or the date on which case, that the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of (including by e-mail) that such posting. Notwithstanding anything contained hereininformation is available on such website and, at the reasonable written request of if requested by the Administrative Agent, shall have provided hard copies to the Borrower shall thereafter promptly be required to provide paper copies of any documents Administrative Agent). Information required to be delivered pursuant to this Section 5.015.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, Promptly from time to time, and upon such other information concerning the reasonable written request of Loan Parties as the Administrative Agent, such other Agent may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arranger 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 documents required under this 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform that is not a Business Daydesignated “Public Side Information.” Notwithstanding the foregoing, such deliverable the Borrower shall be due on the next succeeding Business Dayunder no Obligation to xxxx any Borrower Materials “PUBLIC”.

Other Information. PromptlySuch other information respecting the financial condition of Borrower or any property of Borrower in which Lender may have a Lien as Lender may, from time to time, reasonably request. Borrower authorizes Lender to communicate directly with Borrower’s independent certified public accountants and upon has authorized those accountants to disclose to Lender any and all financial statements and other information of any kind that they may have with respect to Borrower and its business and financial and other affairs. Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section. Lender shall treat all non-public documents and information marked “Confidential” (“Confidential Information”) so obtained or provided by Borrower or its agents, representatives or certified public accountants as confidential and will hold and will cause its respective employees, agents and representatives to hold in confidence all such Confidential Information concerning Borrower, IOT and their Affiliates except: (i) when Lender is required to disclose pursuant to Governmental Rules, (ii) when Lender is compelled to disclose by judicial or administrative process, (iii) when deemed necessary by Lender in its commercially reasonable written request discretion to enforce this Agreement or any of the Administrative Agentother Loan Documents, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (ziv) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements the sale of the Person to be acquired); provided that nothing participations in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with assignment of all or any part of Lender’s interest in the terms of Loans. Lender will not release or disclose such Confidential Information to any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically other person, except its auditors, attorneys, financial advisors and if so deliveredother consultants, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant websiteadvisors, if any, established on its behalf by the Administrative Agent agents and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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 documentsrepresentatives. If the delivery of any of the foregoing documents required under transactions contemplated by this Section 5.01 shall fall on a day that is Agreement are not a Business Dayconsummated, such deliverable confidence shall be due maintained and, if requested by or on the next succeeding Business Daybehalf of Borrower, Lender will, and will use all reasonable efforts to cause its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to Borrower or destroy, at Borrower’s cost and expense, all copies of all such Confidential Information.

Other Information. Promptly, Such other reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActAdministrative Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Administrative Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(j)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Administrative Borrower (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(i) above, the Administrative Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Administrative Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Administrative Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, the Borrower shall thereafter promptly be required ); or (iv) with respect to provide paper copies of any documents item required to be delivered pursuant to Section 5.01(i) above in respect of information filed by the Administrative Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (g) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Administrative Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) in the case of paragraphs (a) and (b) of this Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents , the Form 10-K or requesting delivery 10-Q, as applicable, of paper copies the Administrative Borrower or any Parent Company 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 documents from filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and maintaining its copies (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such documents. If Parent Company) has any material third party Indebtedness and/or material operations (as determined by the delivery of Administrative Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the foregoing documents required under this Section 5.01 Administrative Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Administrative Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall fall 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 the Administrative Borrower and its consolidated subsidiaries on a day that stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Administrative 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 5.01(b), 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 5.01(b) as if the references to “the Administrative Borrower” therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, from time to time, With reasonable promptness (and in any event within 5 days) upon the reasonable written request of the Administrative Agenttherefor, such other information regarding the business, properties or financial condition of any Group Company as the Administrative Agent or any Finance Party may reasonably requested request, which may include such information as any Finance Party may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates (which, for purposes of this subsection (j), shall include only a Lender, the parent holding company of such Lender and any direct or indirect Subsidiary of the Group Members regarding parent holding company of such Lender) to comply with the operationsBank Secrecy Act, business affairs the U.S. Patriot Act and all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial condition (including (x) information required institution in connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, (y) to the extent available to including in each case information concerning the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated ’s direct and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition indirect members and any financial statements its use of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation proceeds of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeCredit Extensions hereunder. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified for it or for any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent, which shall notify each Lender, of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent and each of the Lenders. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, such other reasonably requested neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Lead Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which the Administrative Agent); provided that (x) Lead Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Lead Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrowers hereby acknowledge that (a) the delivery Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers 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 Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 5.01 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs condition or business of any Group Member Holdings, the Borrowers and their Restricted Subsidiaries or the that for purposes of compliance with applicable “know your customer” requirements under the terms of any Loan DocumentUSA PATRIOT Act, the Beneficial Ownership Regulation (if applicable) or waive any attorneyother applicable anti-client or similar privilegemoney laundering laws. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Indivior plc or any Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of Indivior plc on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrowers shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of Indivior plc (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by any Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrowers on IntraLinks/IntraAgency Intralinks, SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Indivior plc or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including, without limitation, the Financial Conduct Authority), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Indivior plc by furnishing (A) the applicable financial statements of any Parent Company of Indivior plc or (B) Indivior plc’s (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their subsidiaries on a day that is not a Business Daystandalone basis, such deliverable on the other hand, which consolidating information shall be due on certified by a Responsible Officer of Indivior plc as having been fairly presented in all material respects and (ii) to the next succeeding Business Day.extent such statements are in lieu of

Other Information. Promptly, from From time to time, and upon (x) such other information or documents (financial or otherwise) with respect to the reasonable written request Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent, such other ) may reasonably request and (y) information and documentation reasonably requested information by the Administrative Agent or any Lender necessary for purposes of the Group Members regarding the operationscompliance with applicable “know your customer” and anti-money laundering rules and regulations, business affairs and financial condition (including (x) information required under the Patriot ActAct and the Beneficial Ownership Regulation. Notwithstanding the foregoing, (yneither the Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(k) to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that the Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 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 sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to which each Lender and shall notify the Administrative Agent have access and notified each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained hereinThe Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting any Borrower Materials on 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 any Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the reasonable written request of word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers 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 respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall thereafter promptly be required to provide paper copies of any documents required treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery made available through a portion of paper copies of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies of such documents. If the delivery of Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing documents required under Platform not designated “Public Side Information.” The Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 5.01 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall fall on a day already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrower will not request that is any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not a Business Dayconstitute material non-public information within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, such deliverable including 144A securities (it being understood that the Borrower shall have no obligation to request that any material be due on posted to Public-Xxxxxx). Notwithstanding anything herein to the next succeeding Business Daycontrary, in no event shall the Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); (iii) on which executed certificates or other documents are electronically mailed to an address provided by the Borrower shall thereafter promptly be required to provide paper copies Administrative Agent; or (iv) in respect of any documents the items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly(i) Promptly upon transmission thereof, copies of any reportings or filings by the Borrower or any of its Subsidiaries with regulatory agencies (including the Securities and Exchange Commission or any successor thereto (the “SEC”)) but excluding the Public Utility Commission of Texas (and the Federal Energy Regulatory Commission, if applicable); provided that the Borrower shall furnish such reports or filings as the Administrative Agent may reasonably request from time to time, (ii) promptly upon their becoming available, each report and upon filing made by the reasonable written request Company to holders of other Permitted Secured Indebtedness and (iii) such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of the Administrative Agent, such other Required Lenders may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) request from time to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegetime. Documents required to be delivered pursuant to Section 5.01(a7.1(a) through or (b) or Section 5.01(e7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. Promptly, from From time to time, and upon time such other information concerning the reasonable written request of Borrower or any Subsidiary as the Administrative Agent, such other Agent or any Lender may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or Section 5.01(e6.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.01(f) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the foregoing documents required under this Section 5.01 Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Daydesignated “Public Investor.” Notwithstanding the foregoing, such deliverable the Borrower shall be due on the next succeeding Business Dayunder no obligation to xxxx any Borrower Materials “PUBLIC.”

Other Information. Promptly, Such customary additional information (financial or otherwise) that is readily available to the Borrower as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information time regarding the financial affairs condition or business of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeBorrower and its Restricted Subsidiaries. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest to occur of the date (i) on which the Borrower (or a representative thereof) (A) posts such documents or (B) provides a link thereto, in each case, at the website address listed on Schedule 5.01 (which Schedule 5.01 may be updated from time to time), (ii)(A) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent) or (B) on which the Borrower has posted such relevant documents on its own website are electronically mailed or otherwise transmitted to which each Lender and the Administrative Agent have access and notified in a manner to which the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request may reasonably agree or (iii) in respect of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(a), (b) and/or (i), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Each Lender shall Notwithstanding the foregoing, the obligations in Section 5.01(a) and (b) may instead be solely responsible for timely accessing posted documents satisfied with respect to any relevant information of the Borrower by furnishing (i) the applicable financial statements or requesting delivery other information required by such clauses of paper copies the Borrower (or any Parent Company) or (ii) in the case of Sections 5.01(a) and (b), the Borrower’s (or any Parent Company thereof), as applicable, 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 documents from filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (i) and maintaining its copies (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such documents. If Parent Company) has any material third party Indebtedness and/or material operations (as determined by the delivery of Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the foregoing documents required under this Section 5.01 Borrower and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall fall 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 the Borrower and its consolidated 120 subsidiaries on a day that consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the financial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustment in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentTop Borrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActTop Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower, Top Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Top Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) above in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in 111 Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Top Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Top Borrower on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible Officer of the Top 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 5.01(b), such deliverable statements shall be due on accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the next succeeding Business Dayapplicable requirements set forth in Section 5.01(b).

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested necessary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s Borrowers’ behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has Borrowers have posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower Borrowers shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, Such additional information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Actany Person, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); or (iii) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(j) above with respect to information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Each Lender shall Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may instead be solely responsible for timely accessing posted documents satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or requesting delivery of paper copies (B) any 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 documents from filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and maintaining its copies (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such documents. If Parent Company) has any material third party Indebtedness and/or material operations (as determined by the delivery of Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the foregoing documents required under this Section 5.01 Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and Holdings and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall fall 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 and its consolidated subsidiaries on a day that 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 5.01(b), 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 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, Such additional information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with any Permitted Acquisition and any the financial statements condition or business of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeBorrower and its Subsidiaries. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (x) posts such documents or (y) provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 (which Schedule 9.01 may be updated from time to time); (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) above in respect of information furnished or requesting delivery of paper copies of such documents from filed by any Parent Company, the Administrative Agent and maintaining its copies of such documents. If the delivery of Borrower or any of its Subsidiaries with any securities exchange or with the foregoing documents required under SEC or any governmental or private regulatory authority (other than Form 10-Q Reports and Form 10-K Reports described in Sections 5.01(a) and (b), respectively), such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b), (c)(ii), (d) and (h) of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements, Narrative Reports or other information required by such paragraphs of Holdings (or any other Parent Company) or (B) the Borrower’s or Holdings’ (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements, reports or other information relate to any Parent Company, such financial statements, reports and information shall fall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible Officer of the Borrower as having been fairly presented in all materials respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such deliverable statements shall be due on accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the next succeeding Business Dayapplicable requirements set forth in Section 5.01(b).

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentTop Borrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActTop Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower, Top Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Top Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) above in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Top Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Top Borrower on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible Officer of the Top 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 5.01(b), such deliverable statements shall be due on accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the next succeeding Business Dayapplicable requirements set forth in Section 5.01(b).

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, legal, financial or corporate affairs of any Group Member Loan Party or the any Material Subsidiary that is a Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Loan Document) or waive any attorney-client or similar privilegeLender reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through 6.01 or this Section 5.01(e) 6.02 may be delivered electronically and if so delivered, shall will be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and whether sponsored by the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained hereinAgent); provided, at the reasonable that: (A) upon written request of by the Administrative Agent, the Borrower shall thereafter promptly be required to provide will 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 (B) the Borrower will notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents required and provide to be delivered pursuant to Section 5.01the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall will 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. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent, the Lead Bookrunners or the Lead Arrangers will make available to the Lenders materials 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 may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing documents required under this Section 5.01 shall fall on a day foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a Business Dayminimum, such deliverable shall be due will mean that the word “PUBLIC” will appear prominently on the next succeeding Business Dayfirst page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower will be deemed to have authorized the Administrative Agent, the Lead Bookrunners, the Lead Arrangers and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, the Lead Bookrunners and the Lead Arrangers will be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.” Nothing in this Agreement or in any other Loan Document requires the Borrower to disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements on the Borrower or one of its Subsidiaries not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv).

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries,; provided, however, that none of Holdings, any Permitted Acquisition and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, any Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Person to be acquired); provided that nothing in this Section 5.01(eAdministrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. ​ ​ ​ Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic maile-mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Holdings or requesting delivery of paper copies of itsany applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Principal Investor Representative or the Administrative Agent (for itself or on behalf of any Lender) may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information time regarding the financial affairs condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower or any Group Member Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the compliance with Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the terms Administrative Consent Party or any Lender (or any of their respective representatives) is prohibited by any Loan Documentapplicable Requirement of Law, (iii) or waive any that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event the Borrower does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Consent Party that such certificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or a link thereto on such website and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(j) above in respect of information filed by Holdings, the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may instead be solely responsible for timely accessing posted documents satisfied with respect to any financial statements of U.S. Borrower by furnishing (A) the applicable financial statements of Holdings (or requesting delivery of paper copies any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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 documents from filing to the Administrative Agent or to any Lender; provided that, with respect to each of clauses (A) and maintaining its copies (B), (i) if (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such documents. If the delivery of Parent Company) has any third party Indebtedness and/or operations (other than any operations that are attributable solely to such Parent Company’s ownership of the foregoing documents required under this Section 5.01 Borrower and its subsidiaries) or (II) there are differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand (other than differences which are immaterial, as mutually determined by the Borrower and the Administrative Consent Party), such financial statements or the Form 10-K or Form 10-Q, as applicable, shall fall be accompanied by consolidating information (which need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Consent Party, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Borrower” or the “U.S. Borrower” therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information time regarding the financial affairs condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower or any Group Member Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the compliance with Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the terms Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any Loan Documentapplicable Requirement of Law, (iii) or waive any that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event the Borrower does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on such website and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(j) above in respect of information filed by Holdings, the Borrower or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of its Restricted Subsidiaries with any securities exchange or with the foregoing documents required under SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 139 Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of the Borrower (or any Parent Company) or (B) the Borrower’s (or any Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower or Holdings on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdings 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 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “Holdings” or “the Borrower” (as applicable) therein were references to such Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlyPromptly after any request therefor, from time to time, and upon the reasonable written request of the Administrative Agent, (i) such other reasonably requested information of the Group Members regarding the business, operations, business affairs assets, liabilities (including contingent liabilities) and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (andSubsidiary, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the ​ compliance with the terms of any Loan DocumentCredit Document and (ii) such information and documentation for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), in each case, as the Administrative Agent, the Collateral Agent or waive any Lender (through the Administrative Agent) may reasonably request; provided that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or similar privilegeattorney work product protection inuring to Holdings, the Borrower or a Restricted Subsidiary, provided that Holdings shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. Documents Holdings, the Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that Holdings and the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. Holdings and the Borrower agree to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If Holdings and the Borrower have not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered pursuant to Section 5.01(a5.1(a), 5.1(b) through Section 5.01(eor 5.1(l) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which if such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency information, or another relevant websiteone or more annual or quarterly reports containing such information, if any, established on its behalf shall have been posted by the Administrative Agent and to which on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx or on the website of the Borrower (provided, in each Lender and the Administrative Agent have access or the date on which case, that the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of (including by email) that such posting. Notwithstanding anything contained hereininformation is available on such website and, at the reasonable written request of if requested by the Administrative Agent, shall have provided hard copies to the Borrower shall thereafter promptly be required to provide paper copies of any documents Administrative Agent). Information required to be delivered pursuant to this Section 5.015.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.​ 128

Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to additional information regarding the business, financial or corporate affairs of any Group Member member of the Consolidated Group, or the compliance with the terms of the Loan Documents, as the Administrative Agent or any Loan Document) or waive any attorney-client or similar privilegeLender may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(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 at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the date on which Administrative Agent); provided that: (A) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (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 electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of any Group Member or Consolidated Party as the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeAdministrative Agent may reasonably request. Documents required to be delivered pursuant to Section 5.01(a7.1(a) through or (b) or Section 5.01(e7.1(g) (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 sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and whether sponsored by the Administrative Agent have access and notified the Administrative Agent of such postingAgent). Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery of any Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the foregoing documents required under this Section 5.01 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 may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (x) all Borrower Materials that are to be made available to Public Lenders shall fall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (y) the Administrative Agent, the Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Daydesignated “Public Investor.” Notwithstanding the foregoing, such deliverable the Borrower shall not be due on the next succeeding Business Dayunder any obligation to xxxx any Borrower Materials “PUBLIC.”

Other Information. PromptlyPromptly after any request therefor, from time to time, and upon the reasonable written request of the Administrative Agent, (i) such other reasonably requested information of the Group Members regarding the business, operations, business affairs assets, liabilities (including contingent liabilities) and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (andSubsidiary, in all events, so long as such confidentiality agreement does not relate to information or regarding the financial affairs of Borrowing Base or any Group Member component thereof, or the compliance with the terms of any Loan DocumentCredit Document and (ii) such information and documentation for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), in each case, as the Administrative Agent, the Collateral Agent or waive any Lender (through the Administrative Agent) may reasonably request; provided that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or similar privilegeattorney work product protection inuring to Holdings, the Borrower or a Restricted Subsidiary, provided that Holdings shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. Documents Holdings, the Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01(a) 5.1 or otherwise are being distributed through Section 5.01(e) may the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be delivered electronically posted on the portion of the Platform that is designated for Public Lenders, provided that Holdings and if the Borrower shall make any disclosure required so deliveredthat each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. Holdings and the Borrower agree to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have been represented that such information contains only Public-Side Information. If Holdings and the Borrower have not indicated whether a document or notice delivered on the date on which such documents are sent via epursuant to this Section 5.1 contains Private-mail to Side Information, the Administrative Agent for posting reserves the right to post such document or notice solely on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request portion of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. 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. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day Platform that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.designated for Private Lenders. DMFIRM #406105327 v12 162

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Parent Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Parent Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Parent Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Parent Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Parent Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Parent 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlyWith reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b), (c), (f), (g) through Section 5.01(e(to the extent any such documents are included in materials otherwise filed with the SEC) and (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (including, without limitation, the SEC’s “XXXXX” filing system website) (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to which each Lender and shall notify the Administrative Agent have access and notified (by telecopier or electronic mail) of the posting of any such documents and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained hereinEach Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders, the Fronting Banks, and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their 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 Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the reasonable written request of word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Banks, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall thereafter promptly be required to provide paper copies of any documents required treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery made available through a portion of paper copies of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies of such documents. If the delivery of Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing documents required under this Section 5.01 shall fall on a day that is Platform not a Business Daydesignated “Public Side Information.” For the avoidance of doubt, such deliverable no Borrower shall be due on the next succeeding Business Dayrequired to xxxx any documents “PUBLIC.”

Other Information. Promptly, from From time to time, and upon time such other information concerning the reasonable written request of Borrower or any Subsidiary as the Administrative Agent, such other Agent or any Lender may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a5.1(a), (b) through Section 5.01(eor (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.2; or (ii) such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (A) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (B) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 any of the Borrower or its Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 10.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. Promptly, Such other data and information as from time to time, and upon time may be reasonably requested by the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeby the Required Lenders. Documents required to be delivered pursuant to Section 5.01(a7.01(a), Section 7.01(b) through or Section 5.01(e7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that the Borrower has posted such documents on its own website to which each Lender and shall notify the Administrative Agent have access (by facsimile or electronic mail) of the posting of any such documents and notified provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained hereinExcept for Compliance Certificates, at the reasonable written Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Administrative Agentdocuments referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower shall thereafter promptly be required to provide paper copies of with any documents required to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks 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 documents required under foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC” (or by expressly authorizing their posting as such in writing), will the Borrower be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers 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 Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding anything to the contrary in this Section 5.01 shall fall 7.01, (a) neither the Borrower nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrower or any of its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(n) only, creates an unreasonably excessive expense or burden on a day the Borrower or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that is not a Business Daythe Borrower delivers to the Administrative Agent an Annual Report for the Borrower on Form 10-K for any fiscal year, as filed with the SEC, within 90 days after the end of such fiscal year, such deliverable Form 10-K shall be due satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such fiscal year and (ii) in the event that the Borrower delivers to the Administrative Agent a Quarterly Report for the Borrower on Form 10-Q for any fiscal quarter, as filed with the next succeeding Business DaySEC, within 45 days after the end of such fiscal quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 7.01 with respect to such fiscal quarter to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be.

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to the reasonable written request Borrower or any of its Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent, such other ) may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a9.01(a), (b) through Section 5.01(eor (g) (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 sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 documents required under this 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Joint Lead Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. PromptlySuch (x) other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, time in connection with Ultimate Parent or its Subsidiaries’ financial condition or business and upon the reasonable written request of (y) information and documentation reasonably requested by the Administrative AgentAgent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Agent (x) posts such documents (other than with respect to documents required to be delivered pursuant to Section 5.01(l)), (y) provides a link thereto on the Borrower Agent’s website on the Internet at the website address listed on Schedule 9.01 or (z) with respect to the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed with any securities exchange or the SEC or any governmental or private regulatory authority (other than Form 10-K and 10-Q reports satisfying the requirements in Section 5.01(b) 104 and (c), as applicable), makes such items available on the website of such exchange authority or the SEC or other applicable governmental or private regulatory authority; (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the BorrowerBorrower Agent’s behalf on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and 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) the date on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent); provided that, the Borrower shall thereafter promptly be required other than with respect to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender 5.01(k) above, the Borrower Agent shall promptly notify (which may be solely responsible for timely accessing posted documents by facsimile or requesting delivery of paper copies of such documents from electronic mail) the Administrative Agent of the posting of any such documents and maintaining its copies provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. If Notwithstanding the delivery foregoing, the obligations in clauses (a), (b) and (c) of any of the foregoing documents required under this Section 5.01 shall fall may be satisfied with respect to financial information of Ultimate Parent and its subsidiaries by furnishing (A) the applicable financial statements of any Parent Company or (B) the Form 10-K or 10-Q, as applicable, of the Borrower Agent or any Parent Company, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, (i) to the extent such information relates to a direct or indirect parent of the Borrower Agent (other than Ultimate Parent and Holdings), such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such direct or indirect parent, on the one hand, and the information relating to Ultimate Parent and its subsidiaries on a day that standalone basis, on the other hand and (ii) to the extent such information is not a Business Dayin lieu of information required to be provided under Section 5.01(c), such deliverable shall be due on materials are, to the next succeeding Business Dayextent applicable, accompanied by a report and opinion of BDO USA, P.A. or other independent certified public accountants meeting the requirements of such Section.

Other Information. Promptly, from time to time, such additional financial and upon the reasonable written request of other information as the Administrative Agent, such other reasonably requested information of at the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs request of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeLender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.01(a7.1(a) through or (b) or Section 5.01(e7.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and if requested by the Administrative Agent provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 7.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arranger 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 documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform that is not a Business Daymarked as “Public Side Information”. Notwithstanding the foregoing, such deliverable the Borrower shall be due on the next succeeding Business Dayunder no obligation to mxxx any Borrower Materials “PUBLIC.”

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); (iii) on which executed certificates or other documents are electronically mailed to an address provided by the Borrower shall thereafter promptly be required to provide paper copies Administrative Agent; or (iv) in respect of any documents the items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any -105- 129590608_2#96809902v9 Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries, provided, however, that none of Holdings, any Permitted Acquisition and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, any Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Person to be acquired); provided that nothing in this Section 5.01(eAdministrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); (iii) on which executed certificates or other documents are electronically mailed to an address provided by the Borrower shall thereafter promptly be required to provide paper copies Administrative Agent); or (iv) in respect of any documents the items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Day.adjustments in such financial statement. #94513555v35

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of any Group Member the Borrower and its Subsidiaries as the Agent or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeRequired Lenders may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s 's behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent have access and notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the officer's certificates required by Section 7.1(c) to the Agent. Except for such officer's certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery of any Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the foregoing documents required under this 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 may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a "Public Lender"). 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 such Borrower Materials shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Agent, the Arranger 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.18); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) the Agent and the Arranger shall fall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated "Public Investor."

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, any Permitted Acquisition and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, any Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Person to be acquired); provided that nothing in this Section 5.01(eAdministrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by e-mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of any Group Member Consolidated Party as the Agent or any Lender, through the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeAgent, may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent have access and notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, in every instance the Borrower shall thereafter promptly be required to provide paper copies of the Compliance Certificates required by Section 7.1(c) to the Agent. Except for such Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery of any Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the foregoing documents required under this Section 5.01 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 may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall fall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arrangers, the Issuing Lender and the Lenders to treat such Borrower Materials as either publicly available information or not material 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; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Investor.”

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentBorrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActBorrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower, Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(l)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant websitewebsite (the “Platform”), if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.015.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 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. If Notwithstanding the delivery foregoing, the obligations in paragraphs (a), (b) and (h) of any of the foregoing documents required under this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) the Borrower’s, Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by e-mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a day that 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 statements are in lieu of statements required to be provided under Section 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlyThe Borrower will furnish to the Administrative Agent for distribution to Lenders, promptly such other information or documents (financial or otherwise) with respect to the business, financial or corporate affairs of the Borrower or any of its Subsidiaries as any Agent or any Lender (through the Administrative Agent) may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a9.01(b) through Section 5.01(eor (h) (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 sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); provided that: (i) the Borrower shall thereafter promptly be required to provide paper copies of any documents required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of deliver paper copies of such documents from to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and maintaining its copies each Lender 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. If Borrower hereby acknowledges that (a) the delivery Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 any of its Affiliates, or the respective securities of any of the foregoing documents required under this Section 5.01 foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. So long as the Borrower has not clearly and conspicuously marked “PUBLIC” (which, at a minimum, shall fall mean that the word “PUBLIC” shall appear prominently on the first page thereof), all such Borrower Materials shall be deemed to be non-public information with respect to the Borrower or any of its Affiliates. By marking Borrower Materials “PUBLIC,” (i) the Borrower shall be deemed to have authorized the Administrative Agent 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 such Credit Party or its securities for purposes of United States Federal and state securities laws, (ii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” and (iii) the Administrative Agent shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day that is portion of the Platform not a Business Day, such deliverable shall be due on the next succeeding Business Daydesignated “Public Side Information.”

Other Information. PromptlyPromptly after any request therefor, from time to time, and upon the reasonable written request of the Administrative Agent, (i) such other reasonably requested information of the Group Members regarding the business, operations, business affairs assets, liabilities (including contingent liabilities) and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (andSubsidiary, in all events, so long as such confidentiality agreement does not relate to information or regarding the financial affairs of Borrowing Base or any Group Member component thereof, or the compliance with the terms of any Loan DocumentCredit Document and (ii) such DMFIRM #406105327 v2 139 information and documentation for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), in each case, as the Administrative Agent, the Collateral Agent or waive any Lender (through the Administrative Agent) may reasonably request; provided that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or similar privilegeattorney work product protection inuring to Holdings, the Borrower or a Restricted Subsidiary, provided that Holdings shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. Documents Holdings, the Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that Holdings and the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. Holdings and the Borrower agree to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If Holdings and the Borrower have not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered pursuant to Section 5.01(a5.1(a), 5.1(b) through Section 5.01(eor 5.1(l) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which if such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency information, or another relevant websiteone or more annual or quarterly reports containing such information, if any, established on its behalf shall have been posted by the Administrative Agent and to which on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx or on the website of the Borrower (provided, in each Lender and the Administrative Agent have access or the date on which case, that the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of (including by email) that such posting. Notwithstanding anything contained hereininformation is available on such website and, at the reasonable written request of if requested by the Administrative Agent, shall have provided hard copies to the Borrower shall thereafter promptly be required to provide paper copies of any documents Administrative Agent). Information required to be delivered pursuant to this Section 5.015.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent or any Lender may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries.; provided, however, that none of Holdings, the Lead Borrower nor any Permitted Acquisition and Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, the Person Lead Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided that nothing in this Section 5.01(ethe Administrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); (iii) on which the Borrower has posted such executed certificates or other documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, ); or (iv) in respect of the Borrower shall thereafter promptly be required to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdingsthe Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to Holdingsthe Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdingsthe Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentParent Borrower and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot ActParent Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (yb) in respect of which disclosure to the extent available Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Parent Borrower or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 5.01(j)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower 122 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] (or a representative thereof) posts such documents (or provides a link thereto) at the website address listed on Schedule 9.01; provided that the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are sent via e-mail delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Parent Borrower on IntraLinks/IntraAgency , SyndTrak or another relevant secure website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent), (iii) on which the Borrower has posted such documents on its own website are faxed to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of (or electronically mailed to an address provided by the Administrative Agent, the Borrower shall thereafter promptly be required ) or (iv) with respect to provide paper copies of any documents item required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(j) in respect of information filed by Holdings or requesting delivery of paper copies of its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (Ai) the applicable financial statements of Holdings (or any other Parent Company) or (A)ii) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower on a day that is not standalone basis, on the other hand, which consolidating information shall be certified by a Business DayResponsible Officer of the Parent 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 5.01(b), such deliverable financial statements of Holdings (or the other relevant Parent Company) shall be due accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within the four fiscal quarter period following the relevant audit opinion or any potential inability to satisfy any financial covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the next succeeding Business Dayconsolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers and their Restricted Subsidiaries, including information and documentation reasonably requested by Agent or any Permitted Acquisition and Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, CP Holdings LLC, the Person Borrowers or any of their subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to be acquired); provided Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (iii) that nothing is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in this Section 5.01(e) shall require respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers or any Group Member Restricted Subsidiary owes confidentiality obligations to take any action that would violate any third party customary confidentiality agreement (other than any provided such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement‎Section 5.1(m)); provided, further to the extent any certificates, reports or other information are withheld or otherwise not provided in reliance on any of the foregoing clauses ‎(i) through ‎(iv), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision of such information; and Holdings hereby acknowledges that (a) Agent and/or Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of Holdings hereunder (collectively, “Holdings Materials”) by posting the Holdings Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) Public Lenders may have personnel who do not wish to receive MNPI with any Person that is not an Affiliate (andrespect to the Holdings and its Restricted Subsidiaries, in all events, so long as such confidentiality agreement does not relate to information regarding or the financial affairs respective securities of any Group Member or of the compliance foregoing, and who may be engaged in investment and other market-related activities with respect to any such Persons’ securities. Holdings hereby agrees that it will use commercially reasonable efforts to identify that portion of the terms Holdings Materials that may be distributed to the Public Lenders and that (w) all such Holdings Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Holdings Materials “PUBLIC,” Holdings shall be deemed to have authorized Agent, Lead Arranger, the Issuing Banks and the Lenders to treat such Holdings Materials as not containing any MNPI (although it may be sensitive and proprietary) (provided, however, that to the extent such Holdings Materials constitute Information, they shall be treated as set forth in ‎Section 17.9); (y) all Holdings Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Agent and Lead Arranger shall treat any Holdings Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Holdings shall not be under any obligation to mxxx any Holdings Materials “PUBLIC.” Holdings agrees that (i) any Loan DocumentDocuments, (ii) or waive any attorney-client or similar privilege. Documents financial statements delivered pursuant to ‎Section 5.1 and (iii) any Compliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.01(a‎Section 5.1(h) through Section 5.01(eto the extent attached to any Compliance Certificate) may be delivered electronically and if so deliveredpursuant to ‎Section 5.1(c) will, shall in each case, be deemed to have been delivered on the date on which such documents are sent via ebe “public-mail side” Holdings Materials and may be made available to Lenders; provided, however, that to the Administrative extent Holdings believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and Holdings so advises Agent for posting on in writing at the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent time of delivery of such posting. Notwithstanding anything contained hereinCompliance Certificate, at the reasonable written request of the Administrative Agent, the Borrower such Compliance Certificate shall thereafter promptly not be required to provide paper copies of any documents required deemed to be delivered pursuant to Section 5.01. Each Lender “public-side” Holdings Materials, but Holdings shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies promptly provide Agent with a version of such documents from the Administrative Agent and maintaining its copies of Compliance Certificate that redacts any portions thereof that contain MNPI so that such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall redacted version may be due on the next succeeding Business Day“public-side” Holdings Materials.

Other Information. Promptly, from From time to time, and upon the reasonable written request of the Administrative Agent, time such other reasonably requested information of concerning the Group Members regarding the operations, business affairs Company and financial condition its Subsidiaries (including (x) information required under the Patriot Act, (y) financial and management reports submitted to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared Company by independent auditors in connection with any Permitted Acquisition and any financial statements each annual or interim audit made by such auditors of the Person to be acquired); provided that nothing in this Section 5.01(ebooks of the Company) shall require as the Administrative Agent or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding Lender through the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeAdministrative Agent may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e10.1.1, 10.1.2 or 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet at the website address listed on Schedule 14.3 or on the SEC’s website; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the BorrowerCompany’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on Administrative Agent); provided that the Company shall notify (which the Borrower has posted such documents on its own website to which each Lender and may be by facsimile or electronic mail) the Administrative Agent have access and notified (which shall notify each Lender) of the Administrative Agent posting of any such posting. Notwithstanding anything contained hereindocument and, at the reasonable written promptly upon request of by the Administrative Agent, provide to the Borrower Administrative Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall thereafter promptly be required have no obligation to provide paper request the delivery or to maintain copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Company 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 to it or maintaining its copies of such documents. If The Company hereby acknowledges that (a) the delivery Lead Arrangers and/or the Administrative Agent will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) to Lenders and potential Lenders by posting the Borrower Materials on an electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system (the foregoing documents required under this Section 5.01 shall fall on “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a day “Public Lender”). The Company hereby agrees that is not a Business Day, such deliverable it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are made available to Public Lenders shall be due clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the next succeeding Business Day.first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Lenders and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of Section 14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Lead Arrangers and the Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Investor”. Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Any Platform used by the Administrative Agent is provided “as is” and “as available”. The Agent-Related Persons do not warrant the adequacy of such Platform and expressly disclaim

Other Information. Promptly, Promptly from time to time, and upon such other information concerning the reasonable written request of Loan Parties as the Administrative Agent, such other Agent may reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegerequest. Documents required to be delivered pursuant to Section 5.01(a6.01(a) through or (b) or Section 5.01(e6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request for delivery by a Lender, 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers may make available to the Lenders, Voting Participants 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 documents required under this 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform that is not a Business Daydesignated “Public Side Information.” Notwithstanding the foregoing, such deliverable the Borrower shall be due on the next succeeding Business Dayunder no obligation to xxxx any Borrower Materials “PUBLIC”.

Other Information. Promptly, Such other information (financial or otherwise) as the Agent may reasonably request from time to time, and upon time regarding the reasonable written request financial condition or business of the Administrative AgentParent and its Restricted Subsidiaries; provided, such other reasonably requested however, that none of the Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Actany Person, (yb) in respect of which disclosure to the extent available Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower, Parent or any material agreements, documents or instruments pursuant Restricted Subsidiary owes confidentiality obligations to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any provided that such confidentiality agreement obligations were not entered into in contemplation of the requirements of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeSection 10.1.1(p)). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 10.1.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or the date (i) on which the Borrower has posted Parent (or a representative thereof) (x) posts such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, or (y) provides a link thereto at the reasonable written request of the Administrative Agentwebsite address listed on Schedule 10.1.1; provided that, the Borrower shall thereafter promptly be required other than with respect to provide paper copies of any documents items required to be delivered pursuant to Section 5.01. Each Lender 10.1.1(k) above, the Parent shall promptly notify (which notice may be solely responsible for timely accessing posted documents by facsimile or requesting delivery electronic mail) the Agent of paper copies the posting of any such documents from at the Administrative website address listed on Schedule 10.1.1 and provide to the Agent and maintaining its copies by electronic mail electronic versions (i.e., soft copies) of such documents. If ; (ii) on which such documents are delivered by the delivery of any Parent to the Agent for posting on behalf of the foregoing Parent on IntraLinks, SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); (iii) on which such documents are faxed to the Agent (or electronically mailed to an address provided by the Agent); or (iv) in respect of the items required under to be delivered pursuant to Section 10.1.1(j) above in respect of information filed by the Parent with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 10.1.1(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 10.1.1 may instead be satisfied with respect to any financial statements and management’s discussion and analysis of the Parent by furnishing the Parent’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 Agent or any Lender. No financial statement required to be delivered pursuant to Section 10.1.1(a) or (b) shall fall on a day that be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.

Other Information. Promptly, from time to time, and With reasonable promptness upon the reasonable written request of the Administrative Agentany such request, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the business, properties or financial affairs condition of the Borrower or any Group Member of its Material Subsidiaries as the Administrative Agent or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeRequired Lenders may reasonably request. Documents required to be delivered pursuant to Section 5.01(a6.1(a), (b) through Section 5.01(eor (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.1; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided that: (i) the Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent of or such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, Lender and (ii) the Borrower shall thereafter promptly be required notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to provide the Administrative Agent by electronic mail 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 documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrower hereby acknowledges that (a) the delivery Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, Syndtrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who 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 documents required foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered under this Section 5.01 shall fall the Securities Exchange Act of 1934 and/or publicly traded on a day registered securities exchange or in a generally accepted over-the-counter market, or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. Notwithstanding any other provision contained herein, nothing in this paragraph shall be deemed to authorize or otherwise encourage any Lender to effect any transaction in the Borrower’s publicly traded securities while in possession of any information of a non-public nature that is not a Business Day, such deliverable shall be due on included in any Borrower Materials designated as “PUBLIC” in the next succeeding Business DayPlatform.

Other Information. Promptly, from From time to time, and upon such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the reasonable written request of Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, such other reasonably requested neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) pursuant to this clause to the extent available to that the Borrowerprovision thereof would violate any law, rule or regulation or result in the breach of any material agreements, documents binding contractual obligation or instruments pursuant to which the loss of any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired)professional privilege; provided that nothing in this Section 5.01(e) shall require the event that Lead Borrower or any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement its Restricted Subsidiaries does not relate provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information regarding is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the financial affairs breach of any Group Member such binding contractual obligation or the compliance with the terms loss of any Loan Document) or waive any attorney-client or similar such professional privilege). Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which the Administrative Agent); provided that (x) Lead Borrower has posted shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by Lead Borrower with any such request by a Lender 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 to it or maintaining its copies of such documents. If The Borrowers hereby acknowledge that (a) the delivery Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 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 Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead 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 such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers 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 Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 5.01 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall fall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a day portion of the Platform not designated “Public Side Information.” Lead Borrower represents and warrants that is it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Lead Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (x) and (y) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Lead Borrower will not a Business Dayrequest that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material nonpublic information within the meaning of the federal securities laws or that Lead Borrower has no outstanding publicly traded securities, such deliverable including 144A securities (it being understood that Lead Borrower shall have no obligation to request that any material be due on posted to Public-Xxxxxx). Notwithstanding anything herein to the next succeeding Business Daycontrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-Xxxxxx forecasts, budgets or any certificates, reports or calculations with respect to Lead Borrower’s compliance with the covenants contained herein.

Other Information. PromptlyWith reasonable promptness, such other information about the Consolidated Companies as the Administrative Agent or any Lender may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege. Documents required to be delivered pursuant to Section 5.01(a7.09(a), (b) through Section 5.01(eor (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 Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are sent via e-mail to the Administrative Agent for posting posted on the BorrowerCompany’s behalf on IntraLinks/IntraAgency an Internet or another relevant intranet website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the date on which Administrative Agent); provided, that: (i) the Borrower has posted Company shall deliver paper copies of such documents on its own website to which each Lender and the Administrative Agent have access and notified or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such postingdocuments. Notwithstanding anything contained herein, at The Administrative Agent shall have no obligation to request the reasonable written request delivery of the Administrative Agent, the Borrower shall thereafter promptly be required or to provide maintain paper copies of the documents referred to above, and in any documents required event shall have no responsibility to be delivered pursuant to Section 5.01. Each monitor compliance by the Company with any such request for delivery by a Lender, 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 to it or maintaining its copies of such documents. If Each Loan Party hereby acknowledges that (a) the delivery Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing documents required under this Section 5.01 shall fall on a day foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. Each Borrower hereby agrees that is not a Business Day, such deliverable (w) all Borrower Materials that are to be made available to Public Lenders shall be due on the next succeeding Business Day.clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the

Other Information. PromptlySuch other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) information required under the Patriot Act, (y) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries, provided, however, that none of Holdings, any Permitted Acquisition and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial statements trade secrets or non-financial proprietary information of Holdings, any Borrower and/or any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Person to be acquired); provided that nothing in this Section 5.01(eAdministrative Agent or any Lender (or any of their respective representatives or contractors) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement is prohibited by applicable Requirements of Law, (other than any such confidentiality agreement entered into in contemplation of this Agreementiii) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate subject to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilegeprivilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 5.01(a) through Section 5.01(e) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Lead Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are sent via e-mail delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Borrower’s behalf Lead Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or the date on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of whether sponsored by the Administrative Agent, ); (iii) on which executed certificates or other documents are electronically mailed to an address provided by the Borrower shall thereafter promptly be required to provide paper copies Administrative 129379097_5 #96094974v22 133208524_1 Agent); or (iv) in respect of any documents the items required to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or requesting delivery of paper copies of with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such documents from items have been made available on the Administrative Agent and maintaining its copies of such documents. If SEC website or the delivery of any website of the foregoing documents required under relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any 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; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall fall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a day that standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead 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 5.01(b), 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 5.01(b). Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not a Business Day, practicable to include any such deliverable shall be due on the next succeeding Business Dayadjustments in such financial statement.