Common use of Other Information Clause in Contracts

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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) 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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. Such other certificatesinformation respecting the business, reports and information condition (financial or otherwise) ), 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 Agent, may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))reasonably request. Documents required to be delivered pursuant to this Section 5.01 Sections 5.03(b) or (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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that: (iiiA) on which the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or (ivelectronic mail) with respect of the posting of any such documents and provide to 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 item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “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 financial statements 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) by furnishing 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 (Aalthough it may be sensitive and proprietary) 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 the Borrower or its securities for purposes of clauses United States federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such 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 regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of the Borrower neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Holdings or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 Holdings or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link theretothereto on the website of the Borrowers (or their applicable subsidiary) on the Internet at the website address listed in Section on Schedule 9.01; provided that 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 at on the website address listed in Section 9.01 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 delivered by the Borrower Representative to the Administrative Agent for posting on behalf of the Borrower Representative on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings the applicable Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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 exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs Sections 5.01(a), (ab) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings (or any other Parent Company) or (B) Holdings’ the Holding’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that 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 CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Holdings and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “going concernHoldings” and scope of audit (except for any such qualification pertaining therein were references 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 consolidated 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)Company.

Other Information. Such other certificates, reports data and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Required Lenders. Documents required to be delivered pursuant to this Section 5.01 7.01(a), Section 7.01(b) or Section 7.01(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 (or a representative thereof) Company posts such documents (documents, or provides a link thereto) thereto on the Company’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower Company shall promptly notify the Administrative Agent (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. Except for such Compliance Certificates, (ii) on which such documents are delivered by the Borrower to 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 Company with any such request for posting delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the 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 Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure websitesimilar electronic system (the “Platform”) and (b) certain of the Lenders (each, if anya “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company 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 which each Lender such Persons’ securities. The Company hereby agrees that so long as the Company 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 Administrative Agent 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 Company be deemed to have access (whether a commercial, third party website or whether sponsored by 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 (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivalthough it may be sensitive and proprietary) with respect to any item required the Company 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 delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. 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 obligations Company shall be under no Obligation to xxxx any Borrower Materials “PUBLIC.” Notwithstanding anything to the contrary in paragraphs this Section 7.01, (a) neither the Company 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 Borrowers or any of their 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(h) only, creates an unreasonably excessive expense or burden on the Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 5.01 may be satisfied 7.01 with respect to any financial statements of such Fiscal Quarter to the Borrower extent that it contains the information required by furnishing such paragraph (A) b); in each case to the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, extent that information contained in such Form 10-K or Form 10-QQ satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)case may be.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 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 (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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency 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 commercialor 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, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of 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 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 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) 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, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (w) 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 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 (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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency 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 commercialor 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, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of 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 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 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) 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, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such other certificatesEach Loan Party shall, reports and shall cause its Subsidiaries to, promptly deliver such additional information (regarding the business, financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business corporate affairs of any member of the Borrower and its Restricted Subsidiaries; providedConsolidated Group, however, that none or compliance with the terms 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliersLoan Documents, (b) in respect of which disclosure to as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject may from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time reasonably request. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the internet at the website address listed in Section 9.01on Schedule 10.02; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), ; provided that: (iiiA) on which the Borrower or the applicable Loan Party shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (ivwhich may be by facsimile or electronic mail) with respect the Administrative Agent and each Lender of the posting of any such documents and provide to any item 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 be delivered pursuant provide paper copies of the Compliance Certificates required by Section 6.02(a) to Section 5.01(j) 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 respect of information filed any event shall have no responsibility to monitor compliance by Holdings any Loan Party or its applicable Parent Company Subsidiary thereof with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied 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 financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each 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 clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (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 entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), 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 on the website address listed in Section 9.01 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such With reasonable promptness upon any such request, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower Credit Parties and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Subsidiaries as the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 7.1 (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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.0111.1; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which ; provided that: the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent) Agent or (iv) with respect such Lender. Except for such Officer’s 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 item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements 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 furnishing 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 (Aalthough it may be sensitive and proprietary) 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 the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers and its their Restricted Subsidiaries, including information and documentation reasonably requested by Agent or any 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 Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any of its their subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.1(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. Documents required Holdings hereby acknowledges that (a) Agent and/or Lead Arranger will make available to be delivered pursuant 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 this Section 5.01 receive MNPI with respect to the Holdings and its Restricted Subsidiaries, or the respective securities of any of the foregoing, and who may be delivered electronically engaged in investment and if so deliveredother 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 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 been delivered 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 date 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) 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 documentsLoan Documents, (ii) on which such documents are any financial statements delivered by the Borrower pursuant to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender Section 5.1 and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent any Compliance Certificates (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to excluding any item annual budget required to be delivered pursuant to Section 5.01(j5.1(h) to the extent attached to any Compliance Certificate) delivered pursuant to Section 5.1(c) will, in respect of information filed by each case, be deemed to be “public-side” Holdings 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 (other than Form 10-Q Reports Materials and Form 10-K reports), on which such items have been may be made available on to Lenders; provided, however, that to the SEC website or 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 website time of the relevant analogous governmental or private regulatory authority or securities exchangedelivery of 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 Compliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Holdings Materials. Notwithstanding the foregoing, the obligations in paragraphs clauses (a), (b) and (bd) of this Section 5.01 5.1 may be satisfied with respect to any financial statements information of the Borrower Holdings and its Subsidiaries 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)Securities Exchange Commission.

Other Information. Such With reasonable promptness upon any such request, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower Credit Parties and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Subsidiaries as the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 7.1 (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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.0111.1; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which ; provided that: the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent) Agent or (iv) with respect such Lender. Except for such Officer’s 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 item required event shall have no responsibility to be delivered pursuant to Section 5.01(j) in respect of information filed monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements 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 furnishing 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 (Aalthough it may be sensitive and proprietary) 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 the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Lead Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of their respective representatives) its Restricted Subsidiaries does not 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 is prohibited by any applicable Requirement being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of Law, (c) that is subject to attorney-client such binding contractual obligation or similar privilege or constitutes attorney work product or (d) in respect the loss of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)professional privilege). Documents required to be delivered pursuant to this Section 5.01 9.01 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) posts such documents (documents, or provides a link theretothereto on Lead Borrower’s website on the Internet; or (ii) at on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the (x) Lead Borrower shall promptly deliver paper copies of such documents to the Administrative Agent 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 (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting 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 IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or another relevant secure websitetheir respective 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. 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 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 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.” Each Borrower represents and warrants that 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 which each Lender and potential holders of its 144A securities, and, accordingly, the Borrowers hereby (i) authorizes the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address make financial statements and other information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 clauses (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)above, as applicable, Form 10-K or 10-Q, as applicable, filed along 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 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, Credit Documents and the information relating list of Disqualified Lenders, available to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects 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 request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the extent Administrative Agent in writing that such statements are in lieu materials do not constitute material non-public information within the meaning of statements required the federal securities laws or that the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be provided under Section 5.01(bposted to Public-Xxxxxx), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 . Notwithstanding anything herein to the maturity of any Indebtedness occurring within twelve (12) months of contrary, in no event shall Lead Borrower request that the relevant audit Administrative Agent make available to Public-Xxxxxx budgets or any potential inability certificates, reports or calculations with respect 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 consolidated financial position of such Parent Company as at Borrowers’ compliance with the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)covenants contained herein.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (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 entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Lead Borrower and its consolidated subsidiaries on a 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject shall reasonably request from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time. Documents required to be delivered pursuant to this Section 5.01 7.2(c) 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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in specified pursuant to Section 9.0111.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall promptly deliver paper copies of such documents 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 the Administrative Agent and each Lender (which notice may be by facsimile telecopier 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. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, (ii) on which such documents are delivered and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent for posting 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, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any financial statements of 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 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 furnishing (A) marking Borrower Materials “PUBLIC,” the applicable financial statements of Holdings (or 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 other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10material non-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that public information with respect to each the Borrower or its securities for purposes of clauses United States Federal and state securities laws; (Ay) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (B), (iz) to the extent such financial statements relate to Administrative Agent and BAS shall treat any Parent Company, such financial statements shall be accompanied by unaudited consolidating information Borrower Materials 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 are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such other certificates, reports and information (financial or otherwise) In each case as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender may from time to time reasonably request, (i) the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any member of their respective representatives) is prohibited the Consolidated Group, or 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 Party, or compliance with the terms of the Loan Documents 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))thereto. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the internet at the website address listed in Section 9.01on Schedule 10.02; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), ; provided that: (iiiA) on which the Borrower or the applicable Loan Party shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (ivwhich may be by facsimile or electronic mail) with respect the Administrative Agent and each Lender of the posting of any such documents and provide to any item 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 be delivered pursuant provide paper copies of the Compliance Certificates required by Section 6.02(a) to Section 5.01(j) 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 respect of information filed any event shall have no responsibility to monitor compliance by Holdings any Loan Party or its applicable Parent Company Subsidiary thereof with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the SEC Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied 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 financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each 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 clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Investor;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Investor.”

Other Information. Such other certificates, reports and additional information (financial i) regarding the business operations of any Loan Party or otherwise) any Material Subsidiary that is a Restricted Subsidiary as the Administrative Agent may reasonably request from time to time regarding the financial condition on its own behalf or business on behalf of the Borrower Required Lenders reasonably request and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall (ii) as may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (or any through the Administrative Agent for purposes of their respective representatives) is prohibited by any compliance with applicable Requirement of Law“know your customer” and anti-money laundering rules and regulations, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which including the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of USA PATRIOT Act and the requirements of this Section 5.01(k))Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 5.01 6.01 or Section 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 (or a representative thereof) posts such documents (documents, or provides a link thereto) , on the Borrower’s website on the Internet at the website address addresses listed in Section 9.01on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on Xxxxxxx Datasite One, Syndtrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent, the Borrower shall 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 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 . Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents are delivered by the Borrower to from the Administrative Agent for posting and maintaining its copies of such documents. The 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 the Borrower Materials on IntraLinksXxxxxxx Datasite One, SyndTrak Syndtrak or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of 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; providedforegoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to each of clauses (A) and (B), such Person’s securities. The Borrower hereby agrees that (i) 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 (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 financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information 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 summarizes in reasonable detail are not marked “PUBLIC” as being suitable only for posting on a portion of the differences between Platform not designated “Public-Side Information.” For the information relating to such Parent Companyavoidance of doubt, on the one hand, and the information relating foregoing shall be subject to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer provisions 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)11.08.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower Parent and its Restricted Subsidiaries; provided, however, that none of the Borrower Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k10.1.1(p)). Documents required to be delivered pursuant to this Section 5.01 10.1.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 10.1.1; provided that that, other than with respect to items required to be delivered pursuant to Section 10.1.1(k) above, the Borrower Parent 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 on Schedule 10.1.1 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower Parent to the Administrative Agent for posting on behalf of the Borrower Parent on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j10.1.1(j) above in respect of information filed by Holdings or its applicable the Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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 Borrower Parent 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, Parent’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that with respect paragraphs and without any requirement to each provide notice of clauses such filing to the Agent or any Lender. No financial statement required to be delivered pursuant to Section 10.1.1(a) or (Ab) and (B), (i) 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 practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)statement.

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Lead Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of their respective representatives) its Restricted Subsidiaries does not 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 is prohibited by any applicable Requirement being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of Law, (c) that is subject to attorney-client such binding contractual obligation or similar privilege or constitutes attorney work product or (d) in respect the loss of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)professional privilege). Documents required to be delivered pursuant to this Section 5.01 9.01 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) posts such documents (documents, or provides a link theretothereto on Lead Borrower’s website on the Internet; or (ii) at on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the (x) Lead Borrower shall promptly deliver paper copies of such documents to the Administrative Agent 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 (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting 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 IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or another relevant secure websitetheir respective Affiliates, if anyor the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to which each Lender 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 Administrative Agent word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have access (whether a commercial, third party website or whether sponsored by authorized the Administrative Agent), the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivalthough it may be sensitive and proprietary) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings the Borrowers or its applicable Parent Company with any their respective securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to for purposes of United States Federal and state securities laws (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) 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, however, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Public Side Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Side Information”; and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Lead Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Side Information.”

Other Information. Such other certificatesPromptly, reports and (i) such additional information (regarding the business, legal, financial or otherwise) corporate affairs of any Loan Party or any Restricted Subsidiary thereof as the Administrative Agent or any Lender through the Administrative Agent may reasonably request from time to time regarding reasonably request. Notwithstanding anything to the financial condition or business of the Borrower and its Restricted Subsidiaries; providedcontrary in this Section 6.02, however, that none of the Borrower nor any Restricted Subsidiary shall Parties will be required to disclose or provide permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersinformation, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by Law or any applicable Requirement of Law, binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))product. Documents required to be delivered pursuant to this Section 5.01 6.01(a), (b), or (c) or Section 6.02(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 (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 posted on the Borrower’s (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered by the Borrower pursuant to the Administrative Agent for posting terms hereof) behalf on behalf of the Borrower on IntraLinks, SyndTrak Platform or another relevant secure internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that the Borrower shall notify (iiiwhich may be by facsimile or electronic mail) on which the Administrative Agent of the posting of any such documents are faxed described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (or electronically mailed i.e., soft copies) of such documents to an address provided the extent requested by the Administrative Agent. The Administrative Agent shall have no responsibility to monitor compliance by the Borrower, and each Lender shall be solely responsible for timely accessing posted documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or private regulatory authority or securities exchange. Notwithstanding another similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied 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 Subsidiaries, or the respective securities of any financial statements of the 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 furnishing 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 (Aprovided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 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 applicable Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” shall 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 portion of the Platform designated “Public Side Information”. Notwithstanding anything herein to the contrary, 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 delivered pursuant to each of clauses (ASections 6.01(a) and (B), (ib) and Compliance Certificates delivered pursuant to the extent such financial statements relate to any Parent Company, such financial statements shall 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 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 financial statements of Holdings (or the other relevant Parent Company6.02(a) shall be accompanied by deemed to be suitable for posting on 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 portion 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 consolidated 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)Platform designated “Public Side Information”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Administrative Borrower and its Restricted Subsidiaries; provided, however, that none of neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Administrative Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 Administrative Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(j)). Documents required to be delivered pursuant to this Section 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 in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Administrative Borrower to the Administrative Agent for posting on behalf of the Administrative Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j5.01(i) above in respect of information filed by Holdings 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 (other than Form 10-Q Reports and Form 10-K reports)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 exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bg) 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 Holdings (or any other Parent Company) Company or (B) Holdings’ in the case of paragraphs (or any other Parent Company’s)a) and (b) of this Section 5.01, as applicable, the Form 10-K or 10-Q, as applicable, of the Administrative Borrower or any Parent Company filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the 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 be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Administrative Borrower and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Top Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports described in 111 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Top Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such Promptly from time to time, such other certificates, reports information concerning the Parent and information (financial its Subsidiaries as any Lender or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))request. Documents required to be delivered pursuant to this Section 5.01 7.01(a) or (b) or Section 7.02(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 (or a representative thereof) Parent posts such documents (documents, or provides a link thereto) thereto on the Parent’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower Parent shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Parent 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 Parent shall notify the Administrative Agent and each Lender (which notice may be by facsimile telecopier 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, (ii) on which such documents are delivered and in any event shall have no responsibility to monitor compliance by the Borrower Parent with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent for posting 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 Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak IntraLinks or another relevant secure websitesimilar 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 Parent or its Affiliates, if anyor the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to which each Lender 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 word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers 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 Parent 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 11.07); (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 have access (whether and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform that is not marked as “Public Side Information.” 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 Borrowers shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating under no obligation to such Parent Company, on the one hand, and the information relating to the xxxx any Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Materials “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 consolidated 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)PUBLIC.”

Other Information. Such other certificatesPromptly, reports and such additional information (regarding the business, legal, financial or otherwise) corporate affairs of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may reasonably request from time to time regarding the financial condition on its own behalf or business on behalf of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))reasonably request. Documents required to be delivered pursuant to Section 6.01 or this Section 5.01 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 (or a representative thereof) posts such documents (documents, or provides a link thereto) , on the Borrower’s website on the Internet at the website address addresses listed in Section 9.01on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that provided, that: (A) upon written request by the Administrative Agent, the Borrower shall promptly 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 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 . Each Lender will be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents are delivered by the Borrower to from the Administrative Agent for posting and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the 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, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of 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; providedforegoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to each of clauses (A) and (B), 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 minimum, will mean that the word “PUBLIC” will appear prominently on the first 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 financial statements relate Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to any Parent Companybe made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, such financial statements shall 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, Joint Bookrunners and the information relating 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 on a standalone basisto disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, 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) 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 extent such statements are in lieu disclosure of statements required to be provided under Section 5.01(b), such financial statements which is restricted by binding agreements on the Borrower or one of Holdings (or the other relevant Parent Company) shall be 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 consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows Subsidiaries not entered into primarily for the periods indicated purpose of qualifying for the exclusion in conformity with GAAPthis clause (iv).

Other Information. Such From time to time, (x) such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of their respective representativescompliance 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 the Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(k) is prohibited by to the extent that the provision thereof would violate any applicable Requirement law, rule or regulation or result in the breach of Law, (c) any binding contractual obligation or the loss of any professional privilege; provided that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the event that the Borrower or any of its Restricted Subsidiary owes confidentiality obligations Subsidiaries does not provide information that otherwise would be required to any third party 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 is being withheld (provided but solely if providing such confidentiality obligations were notice would not entered into violate such law, rule or regulation or result in contemplation the breach of such binding contractual obligation or the requirements loss of this Section 5.01(k)such professional privilege). Documents required to be delivered pursuant to this Section 5.01 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 (or a representative thereof) posts such documents (documents, or provides a link theretothereto on the Borrower’s website on the Internet; or (ii) at on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the Borrower shall promptly notify the Administrative Agent and each Lender (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, . The Borrower hereby acknowledges that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting 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 IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or another relevant secure websiteits 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 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 be treated as set forth in Section 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 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.” 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 which each Lender and potential holders of its 144A securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address make financial statements and other information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 clauses (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)9.01 above, as applicable, Form 10-K or 10-Q, as applicable, filed along 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 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, Credit Documents and the information relating list of Disqualified Lenders, available to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects 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 Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the extent Administrative Agent in writing that such statements are in lieu materials do not constitute material non-public information within the meaning of statements required the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that the Borrower shall have no obligation to request that any material be provided under Section 5.01(bposted to Public-Xxxxxx), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 . Notwithstanding anything herein to the maturity of any Indebtedness occurring within twelve (12) months of contrary, in no event shall the relevant audit Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any potential inability certificates, reports or calculations with respect 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 consolidated financial position of such Parent Company as at Borrower’s compliance with the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)covenants contained herein.

Other Information. Such (A) Solely after the occurrence of a Qualified IPO, promptly after the same become publicly available, copies of all periodic and other certificatesreports, reports proxy statements and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 other materials filed by the Borrower or any of its subsidiaries Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of their respective customers and/or suppliersthe functions of the SEC, (b) or with any national securities exchange, as the case may be, in respect of which disclosure each case that is not otherwise required to be delivered to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) pursuant hereto; provided that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, information shall be deemed to have been delivered on the date (i) on which such information has been posted on the Borrower Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxxx.xxx (or a representative thereofany successor page) posts such documents or at xxxx://xxx.xxx.xxx and (or provides a link theretoB) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify (which notice may be following any request therefor, information and documentation reasonably requested by facsimile or electronic mail) the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the posting of any such documents at PATRIOT Act and the website address listed in Section 9.01 Beneficial Ownership Regulation (which information and provide documentation shall be delivered directly to the Administrative Agent by electronic mail electronic versions requesting Persons and no other Persons). Notwithstanding the foregoing, the information required to be delivered pursuant to Section 5.1(a) or (i.e., soft copiesb) of such documents, shall be (iix) deemed to have been delivered on the date (A) on which such documents are delivered 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 behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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) 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, on which the Relevant Public Company files its 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) SEC and (B), (iy) to the extent such financial statements relate relating to any Parent Companya Relevant Public Company that is a parent entity, such financial statements shall be accompanied by unaudited consolidating information that summarizes explains in reasonable detail the differences between the information relating to such Parent the Relevant Public Company, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to the information required under the Beneficial 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 disclose any attorney work product or (d) in respect of which the Borrower any item that constitutes non-registered Intellectual Property, non-financial trade secrets or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))non-financial proprietary information. Documents required to be delivered pursuant to this Section 5.01 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 (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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure 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 (whether a commercialother 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, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrower shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of 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 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 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) 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, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such As promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other certificatesinformation regarding the operations, reports business affairs and information (financial condition of Aleris or otherwise) any of its Subsidiaries, or compliance with the terms of any Credit Document, as the Administrative Agent may reasonably request from time to time regarding (on behalf of itself or any Lender). Notwithstanding the financial condition or business of foregoing, the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information obligations in clauses (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, 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 (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10Q, 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 respect 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 which disclosure 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 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 Lender (qualification or any exception as to the scope 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))audit. Documents required to be delivered pursuant to this Section 5.01 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 (or a representative thereof) Aleris posts such documents (documents, or provides a link theretothereto on Aleris’ website on the Internet; or (ii) at on which such documents are posted on Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that that: (i) upon written request by the Borrower Administrative Agent, Aleris shall 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 (ii) Aleris shall 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. Notwithstanding anything contained herein, (ii) on which such documents are delivered by the Borrower in every instance Aleris shall be required to the Administrative Agent for posting on behalf provide paper copies of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access compliance certificates required by clause (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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) and (bd) 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)9.01, 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)Administrative Agent.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings the Borrower or its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Specified Parent Company) Company or (B) Holdings’ (or any other Specified Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Specified Parent Company’s ownership of the 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 be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Specified Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Top Borrower to the Administrative Agent for posting on behalf of the Top Borrower on IntraLinks, /SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Top Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificates, reports and additional information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such documents are faxed to in respect of the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item items required to be delivered pursuant to Section 5.01(j) in above with respect of to information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)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 exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead 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) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower and its subsidiaries) or (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 be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Holdings and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such As promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other certificatesinformation regarding the operations, reports business affairs and information (financial condition of Aleris or otherwise) any of its Subsidiaries, or compliance with the terms of any Credit Document, as the Administrative Agent may reasonably request from time to time regarding (on behalf of itself or any Lender). Notwithstanding the financial condition or business of foregoing, the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information obligations in clauses (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, 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 (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10Q, 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 respect 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 which disclosure 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 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 Lender (qualification or any exception as to the scope 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))audit. Documents required to be delivered pursuant to this Section 5.01 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 (or a representative thereof) Aleris posts such documents (documents, or provides a link theretothereto on Aleris’ website on the Internet; or (ii) at on which such documents are posted on Aleris’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that that: (i) upon written request by the Borrower Administrative Agent, Aleris shall 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 (ii) Aleris shall 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. Notwithstanding anything contained herein, in every instance Aleris shall be required to provide paper copies of the compliance certificates required by clause (iid) on which such documents are delivered by the Borrower of this Section 9.01, to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item . The financial statements required to be delivered pursuant to Section 5.01(j9.01(b) in respect of information filed by Holdings 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 (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) and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) first Fiscal Quarter after 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 Closing Date shall not be required to contain all accounting adjustments relating to 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) Transaction to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)statements.

Other Information. Such other certificatesPromptly, reports from time to time, and information (financial or otherwise) as upon the reasonable written request of the Administrative Agent may or the Required Lenders, other reasonably request from time requested (in writing) information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to time the information required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any Requirement of Law or 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; providedany Loan Document), howeverwaive any attorney-client or similar privilege, that none of the Borrower nor or disclose any Restricted Subsidiary shall be required to disclose attorney work product or provide any information (a) item that constitutes non-registered Intellectual Property, non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))information. Documents required to be delivered pursuant to this Section 5.01 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 equityholder of the Borrowers (provided that, to the extent such information is provided with respect to a direct or indirect equityholder of the Borrowers 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 equityholder, 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 equityholder of the Borrowers, filed with the SEC, and/or (3) 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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrowers’ behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure 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 with the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrowers have posted such documents on their own website to which each Lender (whether a commercialother than any Lender not permitted to access such website in accordance with the provisions hereof or of any other Loan Document) and the Administrative Agent have access and notified the Administrative Agent in writing (including by email) of such posting. Notwithstanding anything contained herein, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), the Borrowers shall thereafter promptly be required to provide copies (iiiwhich may be by facsimile or other electronic transmission, including email) on which such of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of information filed by Holdings or its applicable Parent Company with such documents. If the delivery of 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 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 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) 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, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Lead Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of their respective representatives) its Restricted Subsidiaries does not 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 is prohibited by any applicable Requirement being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of Law, (c) that is subject to attorney-client such binding contractual obligation or similar privilege or constitutes attorney work product or (d) in respect the loss of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)professional privilege). Documents required to be delivered pursuant to this Section 5.01 9.01 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) posts such documents (documents, or provides a link theretothereto on Lead Borrower’s website on the Internet; or (ii) at on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the (x) Lead Borrower shall promptly deliver paper copies of such documents to the Administrative Agent 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 (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting 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 IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or another relevant secure websitetheir respective 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. 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 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 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.” Each Borrower represents and warrants that 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 which each Lender and potential holders of its 144A securities, and, accordingly, the Borrowers hereby (i) authorizes the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address make financial statements and other information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 clauses (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)above, as applicable, Form 10-K or 10-Q, as applicable, filed along 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 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, Credit Documents and the information relating list of Disqualified Lenders, available to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects 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 request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the extent Administrative Agent in writing that such statements are in lieu materials do not constitute material non-public information within the meaning of statements required the federal securities laws or that the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be provided under Section 5.01(bposted to Public-Xxxxxx), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 . Notwithstanding anything herein to the maturity of any Indebtedness occurring within twelve (12) months of contrary, in no event shall Lead Borrower request that the relevant audit Administrative Agent make available to Public-Xxxxxx budgets or any potential inability certificates, reports or calculations with respect 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 consolidated financial position of such Parent Company as at Borrowers’ compliance with the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)covenants contained herein.

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time with respect to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Lead Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of their respective representatives) its Restricted Subsidiaries does not 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 is prohibited by any applicable Requirement being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of Law, (c) that is subject to attorney-client such binding contractual obligation or similar privilege or constitutes attorney work product or (d) in respect the loss of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)professional privilege). Documents required to be delivered pursuant to this Section 5.01 9.01 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) posts such documents (documents, or provides a link theretothereto on Lead Borrower’s website on the Internet; or (ii) at on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the (x) Lead Borrower shall promptly deliver paper copies of such documents to the Administrative Agent 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 (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (iia) on which such documents are delivered by the Borrower to the Administrative Agent for posting 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 IntraLinksthe Platform and (b) certain of the Lenders (each, SyndTrak a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or another relevant secure websitetheir respective 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. 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 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 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.” Each Borrower represents and warrants that 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 which each Lender and potential holders of its 144A securities, and, accordingly, the Borrowers hereby (i) authorizes the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address make financial statements and other information provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 clauses (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)above, as applicable, Form 10-K or 10-Q, as applicable, filed along 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 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, Credit Documents and the information relating list of Disqualified Xxxxxxx, available to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects 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 request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the extent Administrative Agent in writing that such statements are in lieu materials do not constitute material non-public information within the meaning of statements required the federal securities laws or that the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that the Borrowers shall have no obligation to request that any material be provided under Section 5.01(bposted to Public-Xxxxxx), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 . Notwithstanding anything herein to the maturity of any Indebtedness occurring within twelve (12) months of contrary, in no event shall Lead Borrower request that the relevant audit Administrative Agent make available to Public-Xxxxxx budgets or any potential inability certificates, reports or calculations with respect 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 consolidated financial position of such Parent Company as at Borrowers’ compliance with the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)covenants contained herein.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, the Borrower Borrowers and its their Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Holdings or any Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of Holdings on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the any Borrower to the Administrative Agent for posting on behalf of the Borrower Borrowers on IntraLinksIntralinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsincluding, 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 (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Each 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 unqualified 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 “going concern” Holdings, each Borrower or their respective securities for purposes of U.S. Federal, state and scope of audit foreign securities laws (except for any such qualification pertaining provided, however, that to the maturity of any Indebtedness occurring within twelve extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (12y) months all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the relevant audit or Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any potential inability to satisfy any financial maintenance covenant Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, portion of the consolidated 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)Platform not designated “Public Side Information”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor or any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Parent 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 ‎Section 5.01(k)); provided, further, that in the event the Parent Borrower does not provide any certificate, report or information requested pursuant to this clause ‎(k) in reliance on the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Parent 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 ‎Section 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 Parent Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to ‎Section 5.01(j) above, 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 on such 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 delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section ‎Section 5.01(j) above in respect of information filed by Holdings Holdings, the Parent Borrower or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), 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(a) and (b‎(b) of this Section ‎Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of Holdings the Parent Borrower (or any other Parent Company) or (B) Holdings’ the Parent Borrower’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A‎(A) and (B‎(B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited 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 Parent Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 ‎Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) 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 Parent 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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at xxxxx://xxxxxxxxx.xxxxx0.xxx (or such other web address as may be designated by the website address listed in Section 9.01Borrower from time to time upon notice to the Administrative Agent); provided that 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 xxxxx://xxxxxxxxx.xxxxx0.xxx (or such other web address as may be designated by the website address listed in Section 9.01 Borrower from time to time upon notice to the Administrative Agent) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings the Borrower or its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Specified Parent Company) Company or (B) Holdings’ (or any other Specified Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Specified Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are material differences (other than with respect to stockholders’ and/or members’ equity) 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 be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences (other than with respect to stockholders’ and/or members’ equity) between the information relating to such Specified Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to any Permitted Acquisition or other Investment to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such With reasonable promptness (and in any event within 5 days) upon request therefor, such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, properties or financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Group Company as the Administrative Agent or any Finance Party may reasonably 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 any indirect Subsidiary of their respective representativesthe parent holding company of such Lender) is prohibited by any to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product regulations thereunder or (dii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in respect of which connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into U.S. Patriot Act, including in contemplation each case information concerning the Borrower’s direct and indirect members and its use of the requirements proceeds of this Section 5.01(k))the Credit Extensions hereunder. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall promptly deliver paper copies of such documents to the Administrative Agent 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 notice may be by facsimile or electronic mail) the Administrative Agent Agent, which shall notify each Lender, 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. Notwithstanding anything contained herein, (ii) on which such documents are delivered by in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent for posting on behalf and each of the Borrower on IntraLinksLenders. Except for such Compliance Certificates, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent shall have access (whether a commercialno obligation to request the delivery or to maintain copies of the documents referred to above, third party website or whether sponsored and in any event shall have no responsibility to monitor compliance by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its applicable Parent Company Borrower 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 such request for delivery, 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) 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 Lender shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating solely responsible for requesting delivery to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (it or the other relevant Parent Company) shall be 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 consolidated financial position maintaining its copies of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)documents.

Other Information. Such Promptly following any request therefor, (x) such other certificatesinformation or existing documents regarding the operations, reports business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement and (y) information (financial and documentation reasonably requested by the Administrative Agent or otherwise) any Lender 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, in each case, as the Administrative Agent Agent, on behalf of any Lender, may reasonably request from time to time regarding time. Notwithstanding the financial condition or business of foregoing, the Borrower may place reasonable limits on access to, and its Restricted Subsidiaries; provideduse of, however, that none of the Borrower nor any Restricted Subsidiary shall be required to information which is proprietary or constitutes trade secrets and need not disclose or provide any information (ax) that constitutes non-financial Trade Secrets if such disclosure would be prohibited by Requirements of Law or non-financial proprietary information of a confidentiality agreement entered into by the Borrower on an arm’s length basis and in good faith or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (cy) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))product. Documents required to be delivered pursuant to this Section 5.01 and 5.02 (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 (or a representative thereof) posts such documents (documents, or provides a link theretothereto on the Borrower’s website on the Internet; or (ii) at on which such documents are posted on the Borrower’s behalf on an Internet or intranet website or the website address listed in Section 9.01of the SEC, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall promptly notify the Administrative Agent (which notice may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents at and, if requested by the website address listed in Section 9.01 and Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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) 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower Parent and its Restricted SubsidiariesSubsidiaries or compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws; provided, however, that none of neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower Parent or any of its subsidiaries or any of their respective customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Borrower 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(k5.01(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 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (iv) on which the Borrower Parent (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 10.01 (as updated from time to time); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower Parent shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the or a link thereto on such 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, ; (iivi) on which such documents are delivered by the Borrower Parent to the Administrative Agent for posting on behalf of the Borrower Parent on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iiivii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (ivviii) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings the Parent or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports), 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 (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Parent (including with respect to delivery of a Narrative Report) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided, that with respect . No financial statement required to each of clauses be delivered pursuant to Section 5.01(a) or (Ab) and (B), (i) shall be required to include acquisition accounting adjustments relating to any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statements relate to any Parent Company, such financial statements shall 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)statement.

Other Information. Such other certificates, reports material data and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall may be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Required Lenders. Documents required to be delivered pursuant to this Section 5.01 7.01(a), Section 7.01(b) or Section 7.01(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 (or a representative thereof) Parent posts such documents (documents, or provides a link thereto) thereto on the Parent’s website on the Internet at the website address listed in Section 9.01on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall promptly notify the Administrative Agent (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. Except for such Compliance Certificates, (ii) on which such the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents are delivered referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent for posting 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, SyndTrak IntraLinks or another relevant secure websitesimilar electronic system (the “Platform”) and (b) certain of the Lenders (each, if anya “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 which each Lender 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 Administrative Agent 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 access (whether a commercial, third party website or whether sponsored by 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 (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivalthough it may be sensitive and proprietary) with respect to any item required 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 delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. 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 obligations Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding anything to the contrary in paragraphs this Section 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 Parent, the Borrower or any of its Subsidiaries to produce or otherwise disclose, and (b) (i) in the event that the 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 Form 10-K shall satisfy all requirements of paragraph (b) of this Section 5.01 may be satisfied 7.01 with respect to any financial statements of such Fiscal Year and (ii) in the event that the Borrower by furnishing (A) the applicable financial statements of Holdings delivers (or posts) to the Administrative Agent a Quarterly Report for Parent on Form 10-Q for any other Parent Company) or (B) Holdings’ (or any other Parent Company’s)Fiscal Quarter, as applicablefiled with the SEC, 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-QQ satisfies the requirements of paragraphs (b) or (a) of this Section 7.01, 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)case may be.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (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 entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which notice may be by facsimile or electronic mailemail (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ; or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (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 entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Parent Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings or its any applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. 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 Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 and its consolidated subsidiaries on a 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of Holdings, the Borrower Borrowers and its their Restricted Subsidiaries; providedSubsidiaries or that for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Beneficial Ownership Regulation (if applicable) or provide any information (a) that constitutes nonother applicable anti-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))money laundering laws. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Indivior plc or any Borrower (or a representative thereof) (x) posts such documents or (or y) provides a link thereto) thereto on the website of Indivior plc on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the any Borrower to the Administrative Agent for posting on behalf of the Borrower Borrowers on IntraLinksIntralinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) in respect of information filed by Holdings Indivior plc or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsincluding, 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 (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Indivior plc by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company of Indivior plc or (B) Holdings’ Indivior plc’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Indivior plc 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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).of

Other Information. Such other certificatesPromptly, reports and such additional information (regarding the business, financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business corporate affairs of any member of the Borrower and its Restricted Subsidiaries; providedConsolidated Group, however, that none or compliance with the terms 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliersLoan Documents, (b) in respect of which disclosure to as the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject may from time to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))time reasonably request. Documents required to be delivered pursuant to this Section 5.01 6.01(a) or (b) or Section 6.02(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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the internet at the website address listed in Section 9.01on Schedule 10.02; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), ; provided that: (iiiA) on which the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender that requests the Borrower to an address provided deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent 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 (ivi.e., soft copies) with respect to any item of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to be delivered pursuant provide paper copies of the Compliance Certificates required by Section 6.02(a) to Section 5.01(j) 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 respect of information filed any event shall have no responsibility to monitor compliance by Holdings or its applicable Parent Company the Borrower with any securities exchange such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or with maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the SEC 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 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 items have been made available on the SEC website or the website behalf of the relevant analogous governmental Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or private regulatory authority or securities exchange. Notwithstanding a substantially similar electronic system (the foregoing, the obligations in paragraphs (a“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied 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 financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all 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 furnishing 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 (Aalthough it may be sensitive and proprietary) 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 the Borrower or its securities for purposes of clauses United States Federal and state securities laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Side Information;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Side Information.”

Other Information. Such other certificatesinformation respecting the financial condition of Borrower or any property of Borrower in which Lender may have a Lien as Lender may, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the time, reasonably request. Borrower authorizes Lender to communicate directly with Borrower’s independent certified public accountants and has authorized those accountants to disclose to Lender any and all financial condition or business statements and other information of the any kind that they may have with respect to Borrower and its Restricted Subsidiaries; providedbusiness 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, howeverrepresentatives or certified public accountants as confidential and will hold and will cause its respective employees, that none of the Borrower nor any Restricted Subsidiary shall be 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 or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 documentsGovernmental Rules, (ii) on which such documents are delivered when Lender is compelled to disclose by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak judicial or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent)administrative process, (iii) on which such documents are faxed when deemed necessary by Lender in its commercially reasonable discretion to enforce this Agreement or any of the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or other Loan Documents, and (iv) in connection with respect the sale of participations in or the assignment of all or any part of Lender’s interest in the Loans. Lender will not release or disclose such Confidential Information to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed other person, except its auditors, attorneys, financial advisors and other consultants, advisors, agents and representatives. If the transactions contemplated by Holdings 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 (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) 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 CompanyAgreement are not consummated, such financial statements confidence shall be accompanied maintained and, if requested by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Companyor on behalf of Borrower, on the one handLender will, and the information relating will use all reasonable efforts to the cause its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to Borrower on a standalone basisor destroy, on the other handat Borrower’s cost and expense, which consolidating information shall be certified by a Responsible Officer all copies 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)Confidential Information.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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. 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) the Borrower’s, Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificatesPromptly, reports and such additional information (regarding the business, legal, financial or otherwise) corporate affairs of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may reasonably request from time to time regarding the financial condition on its own behalf or business on behalf of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))reasonably request. Documents required to be delivered pursuant to Section 6.01 or this Section 5.01 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 (or a representative thereof) posts such documents (documents, or provides a link thereto) , on the Borrower’s website on the Internet at the website address addresses listed in Section 9.01on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that provided, that: (A) upon written request by the Administrative Agent, the Borrower shall promptly 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 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 . Each Lender will be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents are delivered by the Borrower to from the Administrative Agent for posting and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the 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, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of 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; providedforegoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to each of clauses (A) and (B), 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 minimum, will mean that the word “PUBLIC” will appear prominently on the first 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 financial statements relate Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to any Parent Companybe made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, such financial statements shall 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, Lead Bookrunners and the information relating 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 on a standalone basisto disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, 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) 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 extent such statements are in lieu disclosure of statements required to be provided under Section 5.01(b), such financial statements which is restricted by binding agreements on the Borrower or one of Holdings (or the other relevant Parent Company) shall be 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 consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows Subsidiaries not entered into primarily for the periods indicated purpose of qualifying for the exclusion in conformity with GAAPthis clause (iv).

Other Information. Such other certificates(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 and information (financial or otherwise) filings as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or supplierstime, (bii) in respect promptly upon their becoming available, each report and filing made by the Company to holders of which disclosure to other Permitted Secured Indebtedness and (iii) such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation on behalf of the requirements of this Section 5.01(k))Required Lenders may reasonably request from time to time. Documents required to be delivered pursuant to this Section 5.01 7.1(a) or (b) or Section 7.1(g) 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 are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or provides a link thereto) at whether sponsored by the website address listed in Section 9.01Administrative Agent); provided that that: (i) the Borrower shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, (ii) on which such documents are delivered and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent for posting 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 Syndtrak or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied 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 financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of clauses any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (Aw) 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; (B)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 (i) provided, however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Side Information;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Side Information.”

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from From time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any such other information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of concerning the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to Subsidiary as the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))may reasonably request. Documents required to be delivered pursuant to this Section 5.01 6.1(a), (b) or (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 (or a representative thereof) posts such documents (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01on Schedule 11.2; or (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) the Borrower shall promptly deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (which notice may be by facsimile telecopier 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, (ii) on which such documents are delivered and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent for posting 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, SyndTrak IntraLinks or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders (each, a “Public Lender”) may be satisfied have personnel who do not wish to receive material non-public information with respect to any financial statements of the Borrower by furnishing (A) or its Affiliates, or the applicable financial statements respective securities of Holdings (or any of the foregoing, and who may be engaged in investment and other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10market-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided, that related activities with respect to each 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 clauses United States Federal and state securities Laws (A) and (B)provided, (i) however, that to the extent such financial statements relate to any Parent Companythe Borrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public Side Information;” and (z) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Platform not designated “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 consolidated 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)Public Side Information.”

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, such other reasonably necessary information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act); 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose Loan Document) or provide waive any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. Documents required to be delivered pursuant to this Section 5.01 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 (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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrowers’ behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency 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 commercialor on which the 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, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), (iii) on which such the Borrowers shall thereafter promptly be required to provide paper copies of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of information filed by Holdings or paper copies of such documents from the Administrative Agent and maintaining its applicable Parent Company with copies of such documents. If the delivery of 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 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 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) 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, shall fall on a day that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Companyis not a Business Day, such financial statements deliverable shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, due on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such other certificates, reports and additional information (financial a) regarding the business operations of any Loan Party or otherwise) any Material Subsidiary that is a Restricted Subsidiary as the Administrative Agent may reasonably request from time to time regarding the financial condition on its own behalf or business on behalf of the Borrower Required Lenders reasonably request and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to as may be reasonably requested by the Administrative Agent or any Lender (or any through the Administrative Agent for purposes of their respective representatives) is prohibited by any compliance with applicable Requirement of Law“know your customer” and anti-money laundering rules and regulations, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which including the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of USA PATRIOT Act and the requirements of this Section 5.01(k))Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 5.01 6.01 or Section 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 Borrowers (or a representative thereofHoldings or any Qualified Reporting Subsidiary or Parent Entity) posts such documents (documents, or provides a link thereto, on the Borrowers’ (or Holdings’ any Qualified Reporting Subsidiary’s or Parent Entity’s) at website on the Internet, or (ii) on which such documents are posted on the Borrowers’ behalf on Syndtrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website address listed in Section 9.01or whether sponsored by the Administrative Agent); provided that the Borrower Borrowers 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 . Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents are delivered by the Borrower to from the Administrative Agent for posting and maintaining its copies of such documents. The Borrowers hereby acknowledge 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 Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak Syndtrak or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied have personnel who do not wish to receive any information with respect to Holdings or its Subsidiaries, or the respective securities of 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; providedforegoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to each of clauses (A) and (B), such Person’s securities. The Borrowers hereby agree that (i) 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 (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 Borrowers 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 financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public-Side Information”; and (iv) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Lead 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.” For the avoidance of doubt, the foregoing shall be subject to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer provisions 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)11.08.

Other Information. Such other certificates, reports and additional information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliersPerson, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, /SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such documents are faxed to in respect of the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item items required to be delivered pursuant to Section 5.01(j) in above with respect of to information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports)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 exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead 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) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower and its Restricted 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 Borrower and its Restricted Subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such (x) other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the in connection with Ultimate Parent or its Subsidiaries’ financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any (y) information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to and documentation reasonably requested by the Administrative Agent or any Lender (or any for purposes of their respective representatives) is prohibited by any compliance with applicable Requirement of Law“know your customer” and anti-money laundering rules and regulations, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which including the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Patriot Act. Documents required to be delivered pursuant to this Section 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 (or a representative thereofx) posts such documents (or other than with respect to documents required to be delivered pursuant to Section 5.01(l)), (y) provides a link thereto) 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 9.015.01(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 posted on the Borrower Agent’s behalf on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) the date on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower Agent 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 clauses (a), (b) and (bc) of this Section 5.01 may be satisfied with respect to any financial statements information of the Borrower Ultimate Parent and its subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company or (B) Holdings’ (or any other Parent Company’s), as applicable, 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, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses subclauses (A) and (B)) of this paragraph, (i) to the extent such financial statements relate information relates to any a direct or indirect parent of the Borrower Agent (other than Ultimate Parent Companyand Holdings), such financial statements shall be information is accompanied by unaudited consolidating or other information that summarizes explains in reasonable detail the differences between the information relating to such Parent Companydirect or indirect parent, on the one hand, and the information relating to the Borrower Ultimate Parent and its subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects hand and (ii) to the extent such statements are information is in lieu of statements information required to be provided under Section 5.01(b5.01(c), such financial statements of Holdings (or materials are, to the other relevant Parent Company) shall be extent applicable, accompanied by a report and opinion of an BDO USA, P.A. or other independent registered certified 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 accountants meeting 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 consolidated financial position requirements of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP)Section.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(l)). Table of Contents Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto at the website address listed in Section 9.01on Schedule 9.01xxxxx://xxxxxxxxx.xxxxx0.xxx (or such other web address as may be designated by the Borrower from time to time upon notice to the Administrative Agent); provided that 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 in Section on Schedule 9.01 xxxxx://xxxxxxxxx.xxxxx0.xxx (or such other web address as may be designated by the Borrower from time to time upon notice to the Administrative Agent) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, ; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure websitewebsite (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings the Borrower or its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Specified Parent Company) Company or (B) Holdings’ (or any other Specified Parent Company’s), as applicable, ’s Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Specified Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are material differences (other than with respect to stockholders’ and/or members’ equity) 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 be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences (other than with respect to stockholders’ and/or members’ equity) between the information relating to such Specified Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such qualification pertaining to the maturity adjustments in such financial statement. Table 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 consolidated 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).Contents

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Administrative Borrower and its Restricted Subsidiaries; provided, however, that none of neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Administrative Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 Administrative Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k5.01(j)). Documents required to be delivered pursuant to this Section 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 in Section on Schedule 9.01; provided that 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 in Section 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 delivered by the Administrative Borrower to the Administrative Agent for posting on behalf of the Administrative Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j5.01(i) above in respect of information filed by Holdings 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 (other than Form 10-Q Reports and Form 10-K reports)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 exchangeexchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bg) 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 Holdings (or any other Parent Company) Company or (B) Holdings’ in the case of paragraphs (or any other Parent Company’s)a) and (b) of this Section 5.01, as applicable, the Form 10-K or 10-Q, as applicable, of the Administrative Borrower or any Parent Company filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphsparagraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; providedprovided that, that with respect to each of clauses (A) and (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 Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the 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 133 Administrative Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent CompanyCompany and its consolidated subsidiaries, on the one hand, and the information relating to the Administrative Borrower and its consolidated subsidiaries on a standalone 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (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 unqualified as required to “going concern” and scope of audit (except for include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/IntraAgency, SyndTrak or another relevant secure websitewebsite or other information platform approved by the Administrative Agent (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iiiii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iviii) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(k) above in respect of information filed by Holdings the Borrower or any of its applicable Parent Company Restricted Subsidiaries with any securities exchange or with the SEC or any analogous Governmental Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reportsReports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 the Borrower or Holdings (or any other Parent Company) or (B) the Borrower’s or Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.01, the Borrower will indicate in writing whether such document or notice contains MNPI. The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive MNPI, a “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed by electronic transmission (including, through the Platform), any document or notice that the Borrower has indicated contains MNPI will not be posted on that portion of the Platform designated for such Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains MNPI, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive MNPI. Notwithstanding the foregoing or anything to the contrary in this Agreement, the following documentation, notices and information shall be unqualified as deemed not to “going concern” and scope contain MNPI: (A) the Loan Documents, (B) notification of audit (except for any such qualification pertaining to changes in the maturity of any Indebtedness occurring within twelve (12) months terms of the relevant audit or any potential inability Loan Documents and (C) all information delivered pursuant to satisfy any financial maintenance covenant on a future date or in a future periodSection 5.01(a), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated 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(b) or (c).

Other Information. Such other certificates, reports and information (financial or otherwise, including information and documentation reasonably requested by a Lender to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation) as the Administrative Agent or any Lender may reasonably request from time to time regarding in connection with the Lead Borrower’s or its Restricted Subsidiaries’ financial condition or business of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))business. Documents required to be delivered pursuant to this Section 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 Borrowers (or a representative thereof) posts post such documents (or provides a link thereto) at the website address listed in Section 9.01; provided that the Borrower shall promptly notify on Schedule 5.01 (which notice such schedule 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 updated from time to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, time); (ii) on which such documents are delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j5.01(i) above in respect of information filed by Holdings the Lead Borrower or any of its applicable Parent Company Subsidiaries with any securities commission or 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)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. Notwithstanding the foregoing, the obligations in paragraphs Sections 5.01(a), (a) b), and (bi) 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 the Lead Borrower (or any other Parent Company) or (B) Holdings’ the Lead Borrower’s (or any other Parent Company’s), as applicable, Form 8-K, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Lead Borrower on a 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of (A) one of the “Big Four” accounting firms, (B) an independent registered public accounting firm of nationally recognized national 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 consolidated 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).or

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection -154- with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; , provided, however, that none of the Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (ai) that constitutes non-financial Trade Secrets trade secrets or non-financial proprietary information of the Holdings, any Borrower or any of its subsidiaries or and/or any of their respective subsidiaries, customers and/or suppliers, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by any applicable Requirement Requirements of Law, (ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (div) in respect of which the Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (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 entered into in contemplation of the requirements of this Section 5.01(k))violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 -155- Lead Borrower and its consolidated subsidiaries on a 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Any financial statement required to be unqualified as delivered pursuant to “going concern” and scope of audit Section 5.01(a) or (except for b) shall not be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include 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 adjustments in such 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 consolidated 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)statement.

Other Information. Such other certificates, reports and additional information (financial regarding the business operations of any Loan Party or otherwise) any Material Subsidiary that is a Restricted Subsidiary as the Administrative Agent may reasonably request from time to time regarding the financial condition on its own behalf or business on behalf of the Borrower Required Lenders reasonably request, including information and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to documentation reasonably requested by the Administrative Agent or any Lender (or any for purposes of their respective representatives) is prohibited by any compliance with applicable Requirement of Law“know your customer” and anti-money laundering rules and regulations, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which including the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of USA PATRIOT Act and the requirements of this Section 5.01(k))Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 5.01 6.01 or Section 6.02 (other than Section 6.02(a)) 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 (documents, or provides a link thereto) , on the Borrower’s website on the Internet at the website address addresses listed in Section 9.01on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent, the Borrower shall 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 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 . Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents are delivered by the Borrower to from the Administrative Agent for posting and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead 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, SyndTrak Debtdomain or another relevant secure website, if any, to which each Lender and similar electronic system (the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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“Platform”) and (b) certain of this Section 5.01 the Lenders may be satisfied have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of 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; providedforegoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to each of clauses (A) and (B), such Person’s securities. The Borrower hereby agrees that (i) 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 (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 Arranger and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such financial statements relate to any Parent CompanyBorrower Materials constitute Information, such financial statements they shall be accompanied by unaudited consolidating information that summarizes treated as set forth in reasonable detail Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the differences between Platform designated “Public-Side Information”; and (iv) the information relating to such Parent Company, on the one hand, Administrative Agent and the information relating Lead Arranger shall be entitled to the treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer portion of the Platform not designated “Public-Side Information.” The Borrower as having been fairly presented in all material respects agrees that (i) any Loan Documents and notifications of changes of terms of the Loan Documents (including term sheets), (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. For the avoidance of doubt, the foregoing shall be subject to the extent such statements are in lieu provisions of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)11.08.

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, such reasonably necessary other financial information or other information regarding compliance with the financial condition or business of Loan Documents as the Borrower and its Restricted Subsidiaries; provided, 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 Borrower Administrativeany Agent or any of its subsidiaries Lender may reasonably request.; provided that nothing in this Section 5.01(i) shall require any Loan Party or any of their respective customers and/or suppliers, (b) in respect of which disclosure Subsidiaries to the Administrative Agent or take any Lender (or action that would violate any of their respective representatives) is prohibited by third party customary confidentiality agreement with any applicable Requirement of Law, (c) Person that is subject not an Affiliate not created in contemplation of the Loans and Commitments (and, in all events, so long as such confidentiality agreement does not relate to compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))privilege. 134 Documents required to be delivered pursuant to this Section 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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency 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 Administrative Agent), (iii) on which the Borrower has posted such documents are faxed on its own website to which each Lender and the Administrative Agent (or electronically mailed to an address provided by have access and notified the Administrative Agent) or (iv) with respect to any item required to Agent of such posting. Each Lender shall be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 exchangesolely responsible for timely accessing posted documents. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to any financial statements and Financial Officer certifications of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) Company and a related Financial Officer certification with respect thereto or (B) Holdings’ (or any other Parent Company’s), as applicable, the Form 10-K or 10-Q, as applicable, of any Parent Company filed with the SECSEC (or the equivalent thereof filed with any securities exchange), in each case, within the time periods specified in such paragraphs; providedprovided that, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent CompanyCompany and such Parent Company has Independent Assets or Operations, such financial statements shall be accompanied by unaudited consolidating information that summarizes explains in reasonable detail the differences between the information relating to such Parent CompanyCompany and its Subsidiaries, on the one hand, and the information relating to the Borrower Holdings and its Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Financial Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent if such financial statements are in lieu of financial statements required to be provided under Section 5.01(b5.01(a), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (or that is otherwise reasonably acceptable to the Administrative Agent, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(a).

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from From time to time regarding the such other information concerning Parent and its Subsidiaries (including financial condition and management reports submitted to Parent by independent auditors in connection with each annual or business interim audit made by such auditors of the Borrower and its Restricted Subsidiaries; provided, however, that none books of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (aParent) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to as the 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 through the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 5.01 10.1.1, 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 Borrower (or a representative thereof) Parent posts such documents (documents, or provides a link thereto) , on Parent’s website on the Internet at the website address listed in Section 9.01; provided that on Schedule 14.3 or on EXXXX (the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent Electronic Data Gathering, Analysis and Retrieval system of the posting of SEC) or 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, successor thereto; or (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting posted on Parent’s behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent); provided that, except in the case of any filing on EXXXX or any successor thereto, Parent shall notify (iiiwhich may be by facsimile or electronic mail) on the Administrative Agent (which shall notify each Lender) of the posting of any such documents are faxed document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic version (or electronically mailed to an address provided i.e., a soft copy) of any such document specifically requested by the Administrative Agent. 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 Parent or the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Parent and the Company hereby acknowledge that (a) the Lead Arrangers and/or the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Parent hereunder (ivcollectively, “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 “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 Parent or its securities) (each, a “Public Lender”). Each of Parent and the Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are 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,” Parent and 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 item required material non-public information with respect to Parent 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 delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 through a portion of the relevant analogous governmental or private regulatory authority or securities exchangePlatform 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, Parent and 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 Company shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating under no obligation to such Parent Company, on the one hand, and the information relating to the mxxx any Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Materials “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 consolidated 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)PUBLIC”.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), 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 on the website address listed in Section 9.01 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 delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower Holdings by furnishing (A) the applicable financial statements of any Parent Company 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such other certificatesPromptly, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time time, and upon the reasonable written request of the Administrative Agent, other reasonably requested (in writing) information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to the information required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any Requirement of Law or 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 condition affairs of any Group Member or business the compliance with the terms of the Borrower and its Restricted Subsidiaries; providedany Loan Document), howeverwaive any attorney-client or similar privilege, that none of the Borrower nor or disclose any Restricted Subsidiary shall be required to disclose attorney work product or provide any information (a) item that constitutes non-registered Intellectual Property, non-financial Trade Secrets trade secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))information. Documents required to be delivered pursuant to this ‎Section 5.01(a) through Section 5.01 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect equityholder of the Borrower (provided that, to the extent such information is provided with respect to a direct or indirect equityholder 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 equityholder, 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 equityholder of the Borrower, filed with the SEC, and/or (3) 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 delivered by the Borrower sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf of the Borrower on IntraLinks, SyndTrak /IntraAgency or another relevant secure 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 their own website to which each Lender (whether a commercialother 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, third party website or whether sponsored by at the reasonable written request of the Administrative Agent), the Borrower shall thereafter promptly be required to provide copies (iiiwhich may be by facsimile or other electronic transmission, including email) on which such of any documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (iv) with respect to any item required to be delivered pursuant to Section 5.01(j) in respect 5.01. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of information filed by Holdings or its applicable Parent Company with such documents. If the delivery of any securities exchange or with of 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)foregoing documents required under this ‎Section 5.01 shall fall on a day that is not a Business Day, on which such items have been made available deliverable shall be due 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 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)next succeeding Business Day.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent or any Lender may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 unaudited consolidating information that summarizes in -141- 81391230_6 |NY\7652510.20US-DOCS\114316435.10|| reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such Promptly upon the reasonable request therefor, such other certificates, reports and information or documents (financial or otherwiseotherwise (including related to insurance)) relating to any Credit Party or any Restricted Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any in good faith (excluding (i) information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 privilege, (dii) in respect information the subject of which the Borrower or any Restricted Subsidiary owes binding confidentiality obligations to any third party (provided such confidentiality obligations were not agreements entered into in contemplation of good faith, and (iii) any information relating to any investigation by any Governmental Authority to the requirements of this Section 5.01(k)extent (A) such information is identifiable to a particular individual and the Parent Borrower in good faith determines such information should remain confidential or (B) the information requested is not factual in nature). Documents required to be delivered pursuant to this The Section 5.01 6.01 Financials 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) posts such documents (on the Parent Borrower’s website on the Internet 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 delivered made available by the Parent Borrower to the Administrative Agent for posting on the Parent Borrower’s behalf of the Borrower on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that the Parent Borrower’s having filed with the SEC (iiia) an annual report on which Form 10-K for such documents are faxed to year will satisfy the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) or (ivParent Borrower’s obligation under Section 6.01(a) with respect to any item required to be delivered pursuant to Section 5.01(jsuch year and (b) in respect of information filed by Holdings 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 (other than a quarterly report on Form 10-Q Reports for such quarter will satisfy the Parent Borrower’s obligation under Section 6.01(b) with respect to such quarter. 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 Form 10maintaining its copies of such documents. The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the LC Issuers materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting Parent Borrower Materials on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-K reportsside” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, on which such items have been including the portion of the Platform that is designated for “public-side” Lenders. The Parent Borrower hereby agrees to make all Parent Borrower Materials that the Parent Borrower intends to be made available on to Public Lenders clearly and conspicuously designated as as “PUBLIC.” By designating Parent Borrower Materials as “PUBLIC,” the SEC website or the website Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the relevant analogous governmental Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or private regulatory authority not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities exchangefor purposes of United States federal and state securities laws. Notwithstanding the foregoing, the obligations in paragraphs Parent Borrower shall not be under any obligation to mark any Parent Borrower Materials as “PUBLIC.” The Parent Borrower agrees that (ai) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) of this Section 5.01 will be deemed to be “public-side” Parent Borrower Materials and may be satisfied made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any financial statements the Parent Borrower or its securities for purposes of the Borrower by furnishing (A) the applicable financial statements of Holdings (United States federal 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 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 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 financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)securities laws.

Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding in connection with the financial condition or business of the Borrower Holdings and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k)). Documents required to be delivered pursuant to this Section 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 (or y) provides a link thereto) thereto on the website of the Lead Borrower on the Internet at the website address listed in Section on Schedule 9.01; provided that that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents at on the website address listed in Section 9.01 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 delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Lead Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; (iii) on which such executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent) ); or (iv) with in respect to any item of the items required to be delivered pursuant to Section 5.01(j5.01(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 Authority governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports reports and Form 10-K reportsreports 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. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (bh) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower 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 SECSEC or any securities exchange, in each case, within the time periods specified in such paragraphs; providedprovided that, 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 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 Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower 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 financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (standing, which report and opinion shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to satisfy 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 applicable requirements set forth in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAPSection 5.01(b).

Other Information. Such From time to time, such other certificates, reports and information or documents (financial or otherwise) regarding the business, financial or corporate affairs of the Loan Parties and their Subsidiaries as the Administrative Agent may reasonably request from time request. Notwithstanding anything to time regarding the contrary contained in this Agreement, (i) any financial statements required to be provided pursuant to Sections 6.1(a) and 6.1(b) may be those of Parent, so long as the same includes a consolidating schedule with financial information (including a consolidated balance sheet, statements of income, retained earnings, and cash flows statements) solely relating to Holdings and its Subsidiaries, which, for the avoidance of doubt, when delivered in connection with the financial condition or business statements delivered pursuant to Section 6.1(b), shall be audited and (ii) upon delivery of any such financial statements, any reference herein to financial statements of Holdings and its Subsidiaries shall be deemed a reference to such financial statements of the Borrower and its Restricted Subsidiaries; provided, 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 Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the 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 or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(k))Parent. Documents required to be delivered pursuant to this Section 5.01 6.1(a) or (b) 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 (documents, or provides a link thereto) thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01on Schedule 11.8; 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 delivered by posted on the Borrower to the Administrative Agent for posting Borrower’s behalf on behalf of the Borrower on IntraLinks, SyndTrak an Internet or another relevant secure intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third third-party website or whether sponsored by the Administrative Agent), ; provided that: (iiix) on which the Borrower shall deliver paper copies of such documents are faxed to the Administrative Agent (or electronically mailed any Lender upon its request to an address provided 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 (y) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-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 event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, 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, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii) 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 so long as the Borrower is the issuer of any outstanding debt or Equity Interests 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 (A) 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; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent) or , any Affiliate thereof, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (ivalthough it may be sensitive and proprietary) with respect to any item required 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 11.21); (C) all Borrower Materials marked “PUBLIC” are permitted to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings 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 (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 through a portion of the relevant analogous governmental or private regulatory authority or securities exchange. Platform designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the obligations Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. Nothing 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 (6.1, Section 6.2 below or any other Parent Company) or (B) Holdings’ (provision of this Agreement or any other Parent Company’sLoan Document shall require the Loan Parties or any of their Affiliates to provide 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 not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv), as applicable, Form 10-K or 10-Q, as applicable, filed with the SECprovided that, in each case, within the time periods specified Loan Parties shall have notified the Administrative Agent that certain information is being excluded 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 unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, reliance on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be 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 consolidated 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)this paragraph.